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Couple Watch

Newlyweds Reese Witherspoon and Jim Toth enjoyed an early night out in Nashville, sharing wine at Burger Up restaurant. The actress, looking cute and casual in a white T-shirt and shorts, sat close to her husband, laughing and touching him as they chatted. The pair left around 5:15 p.m., just as the tiny spot started to get busy. Earlier that day, the couple shared tacos at San Antonio Taco Company near Vanderbilt University. Says the manager of the duo: "They were holding hands, talking, smiling [and] having a good time, like couples do."

Couple Watch

Reese Witherspoon and new hubby Jim Toth cheered on her son Deacon at his soccer game in L.A. The actress also toted her little guy's trophy on the way out. The actress's ex-husband, Ryan Phillippe, was at the game too, supporting his son and playing with his pooch.

Reese Witherspoon to Star in and Produce Wedding Comedy

DreamWorks has picked up the romantic comedy Who Invited Her? in which Reese Witherspoon is attached to star and produce, according to The Hollywood Reporter.

The plot will concern a woman, presumably Witherspoon's character, who crashes a destination bachelor party. The premise falls in line with other recent wedding-themed comedies like Bridesmaids, The Hangover films and Wedding Crashers.

Memoirist, blogger, reality TV producer and How to Get Divorced by 30 screenwriter Sascha Rothchild penned the Who Invited Her? pitch.

Reese's Secrets

Reese Witherspoon received top honors when she was crowned with the Generation Award – an honor that went to Sandra Bullock last year – but that didn't save her from the playful antics of Water for Elephants costar Pattinson.

"I did f--- you," he joked, as the Oscar winning actress ducked her head down.

"The "secrets" continued. "Tequila is like a Lays potato chip – you can't just have one." His punchline? "It is possible to be 33 percent lesbian, not mentioning names," he added, earning laughs from Witherspoon.

Reese Witherspoon to receive MTV Generation Award

The 35-year-old Oscar winner is being recognized for her range as an actress and for delighting the MTV audience throughout her career. MTV President Stephen Friedman called Witherspoon "one of the most versatile and accomplished performers of her time."

Fans voted online for the winners in categories such as best kiss, best villain and best line from a movie. MTV chose Witherspoon, who joins previous Generation Award winners Sandra Bullock, Ben Stiller, Adam Sandler, Mike Myers, Tom Cruise and Jim Carrey.

Sunday's show will also feature a first-look at footage from the latest "Twilight" installment, "Breaking Dawn, Part 1."

Reese Witherspoon and Ryan Phillippe Look Pretty Happy Together

(Photo) No matter the nature of the split, the kids should come first.

And Reese Witherspoon and Ryan Phillippe appear to be abiding by that rule, as evidenced in this smiley picture taken Saturday in Brentwood at their son Deacon's soccer game.

One photographer on the scene told X17online that, despite putting on the happy front, the two barely spoke. But so what? At least they didn't make a spectacle of themselves!

After the match, they all walked out to the parking lot together. Deacon left with his dad, and Witherspoon met up with her new hubby, Jim Toth, for lunch.

Spotted

In Paris for her Water for Elephants premiere, Reese Witherspoon wasted no time getting into shopping mode. The actress dropped off her bags at her hotel, then immediately headed to Celiné to browse. Next up: a stop by Claudie Pierlot, just down Avenue Victor Hugo, where the actress tried on spring looks before hitting up the Christian Louboutin boutique in Les Halles. Finally, Witherspoon stopped into Merci, a high-concept store in the Marais. So, was the shopping trip a success? Says a witness: "She had over 10 bags with her when she returned to the hotel – and she was smiling."

Reese Witherspoon & Family Enjoy Easter Sunday Brunch

Newlyweds Reese Witherspoon and Jim Toth attended Easter services yesterday with Witherspoon's two children, Ava and Deacon, and then enjoyed an Easter Sunday brunch at Ivy at the Shore in Santa Monica.

Everyone in was dressed in their Sunday best – the actress, 35, in a simple cream dress and cardigan; Toth, 40, in a white polo and slacks; Ava, 11, in a floral dress and cardigan; and Deacon, 7, sporting a blazer.

The happy family – who returned two weeks ago from a group honeymoon in Belize, following the couple's March 26 wedding – were seated right in the middle of the busy restaurant at first, but soon moved tables to a more private spot in the back room.

Toth sat next to Ava, sweetly going over the menu with her and chatting, while Witherspoon sat on Ava's other side talking with Deacon. The foursome waited for friends to join them and sat happily discussing the day.

Witherspoon sipped a champagne and strawberry cocktail and ordered pizzas for the kids and the group to start with.

At one point, Toth got up from the table and went over to his new wife and leaned down to give her a sweet kiss. They couldn't have looked happier and more relaxed as they enjoyed their afternoon together.

Ryan Phillippe & Reese Witherspoon's Kids Play Games with the Paparazzi

Clever tactics are called for when it comes to skirting pesky paparazzi. Just ask Ryan Phillippe, who has some special tricks up his sleeve to shield 11-year-old daughter Ava and 7-year-old son Deacon – his kids with ex-wife Reese Witherspoon – from aggressive photogs.

"Sometimes we'll make it a game," Phillippe, 36, told PEOPLE at Thursday's Tribeca Film Festival and Cinema Society Premiere of The Bang Bang Club in New York.

"I'll be like, let's sneak out the back and so they can't get a picture of us. We'll make it a little team effort thing that they can kind of get into."

Both Phillippe, who since earlier this year has been linked to actress Amanda Seyfried, and Witherspoon, who married agent Jim Toth last month, take time making sure their children comprehend what the celebrity photographers are doing, he tells PEOPLE.

"Reese and I both do a lot of explaining," says the actor. "I think the best thing you can do for kids in any situation is to over-explain even, and really go into detail and say, okay all they want is a photograph and it's worth money to them because Mom does movies, Dad does movies."

As for the kids, each reacts differently to being snapped. "My son is a little more carefree that way," says Phillippe. "But she's becoming a young woman. She's 11 years old and she doesn't want to be photographed and be seen by her friends in magazines all the time."

For his part, in contrast to his daughter, Phillippe craves excitement, "I love drama. The reason I become an actor is because of that."

'Elephants' lacks romance sparks

(Trailer) A three-hankie romance that's upstaged by a pachyderm and an over-the-top psycho act, Water for Elephants won't exactly enshrine Reese Witherspoon and Robert Pattinson as screen lovers for the ages.

It may, however, trap Christoph Waltz into a career of Nazis and brutal nutsos, so thoroughly do his histrionics as a megalomaniacal circus owner overpower this otherwise bland romance.

An adaptation of the best-selling novel by Sara Gruen, Water for Elephants is the latest attempt to channel Pattinson's Twilight cred into leading man status, following the ridiculous rebellious-youth melodrama Remember Me. In Water for Elephants, he's trying for something in a more mature vein of forbidden love, a la Titanic's Jack and Rose.

Unfortunately, he's more convincing wooing Rosie the Elephant, his other leading lady, than he is wooing Witherspoon.

As Water for Elephants opens, an old man (Hal Holbrook) has gone AWOL from his nursing home and is discovered in the parking lot of a circus that is packing up. Realizing he's old circus folk, the manager sits him down and asks him to reminisce over a few drinks.

Thus begins the saga of Jacob (Pattinson), a Cornell veterinary student whose studies are cut short in 1931 when his immigrant parents are killed in a car crash and he's left without any inheritance. Hopping on the first boxcar to nowhere, sheer luck has it turn out to be the train of a traveling circus. (Apropos of nothing, I find it humourous that Pattinson fans that follow him to this movie will now have to call themselves Team Jacob.)

But this is not just any traveling circus. It's run by a clear maniac named August (Waltz) who runs the circus like a Third World dictator, tossing his employees to their deaths out of the moving train every time his fortunes take a bad turn and staff reductions are called for (I'm hoping this doesn't catch on in the current atmosphere of downsizing.)

Waltz, who won an Oscar for portraying Nazi evil incarnate in Inglourious Basterds, hardly lightens the level of malice in his portrayal of August.

Upon discovering Jacob has had vet training, he opts not to throw him on the rocks, but has him beaten anyway for mercifully putting down the circus's suffering prize horse.

The horse's rider (and August's wife) Marlena (Witherspoon) is clearly taken by the young man who loves animals. And when August decides to make the headline act an elephant that he picks up from a bankrupt competing circus, Jacob and Marlena are given the responsibility to make Rosie showbiz ready. When that doesn't happen quickly enough, August brutally and bloodily takes his frustration out on the recalcitrant pachyderm with a "bull hook."

That, and August's eventual dunderheaded realization of the attraction between his wife and his "Ivy League vet" sets up a Capt. Bligh-like meltdown, up to and including an attempted mutiny.

The trouble with Water for Elephants is not its eventfulness -- it's a perfectly entertaining melodrama with a memorable (if hammy) villain. It's the hard-to-swallow, spark-free love story.

Reese Witherspoon's Wedding Shoes: From Jimmy Choo to Cowboy Boots!

As Reese Witherspoon walked down the aisle at her March 26 wedding, we know she sported some seriously pretty Jimmy Choo shoes. But when it came time to dance at the reception, the southern belle kicked off her heels — literally! “I changed into cowboy boots, from those awful, uncomfortable shoes,” she shares during an episode of The Ellen DeGeneres Show, airing today. Sounds like the change was necessary: Witherspoon and her guests danced for hours to the music of a DJ and a bluegrass and rockabilly band. “I’m a big country music fan,” Witherspoon reveals, adding that she and husband Jim Toth didn’t have just one song they danced to that night, but instead, “tons and tons of country music.” Witherspoon, who says the wedding was small and included just family and close friends, admits that she was nervous on her big day, too. “I don’t like having birthday parties,” she shares. “I mean, I like going to parties. I just don’t like it when it’s about me. Which is so bizarre but … once I’m there, I’m having the best time.” For more on Witherspoon’s big day, check out The Ellen DeGeneres Show, airing today.

Review: 'Water for Elephants' is a three-ring bore

There are times you should just keep on ignoring the elephant in the room.

For instance, Reese Witherspoon and Robert Pattinson's "Water for Elephants." The adaptation of Sara Gruen's best-selling novel about romance and intrigue in a Depression-era circus plods along at a pachyderm's pace.

Witherspoon and Pattinson are a three-ring snooze-fest together, bringing little passion to a love story supposedly so fiery, it blows the roof off the big top.

The movie's lone star attraction is Christoph Waltz, who won an Academy Award as a gleefully psychotic Nazi in "Inglourious Basterds" and here delivers another wicked performance as Witherspoon's hubby, the cruel, jealous circus ringleader.

As sadists go, this guy's an amateur next to Waltz's "Basterds" bad boy, but the actor is so talented, he commands every moment that he's on screen, further highlighting how dull fellow Oscar winner Witherspoon and "Twilight" heartthrob Pattinson are.

Director Francis Lawrence ("Constantine," "I Am Legend") throttles down from action flicks and sputters through this treacly love triangle (or love quadrangle, if you throw in the elephant).

Like the book, the movie begins with its hero, Jacob, reflecting back on his life from old age, except the situation's been changed from natural ruminations in a nursing home to a clumsy, "Titanic"-style framing story.

Old Jacob (Hal Holbrook) spins the tale to an eager young circus proprietor (Paul Schneider), the script by Richard LaGravenese burdened with far too much narration, much of it stating the obvious. There's a Depression on; we don't need voice-overs telling us that times are tough.

As the action shifts back to 1931, young Jacob (Pattinson) is sent a-wandering after tragedy wrecks his life and dashes his plans to follow his dad into the veterinary profession.

Demonstrating his knowledge of animals, Jacob quickly is hired as the circus veterinarian and becomes trainer for Rosie, an elephant that August acquires as his wife's new four-legged co-star.

Half snake charmer, half brute, August alternately mentors and terrorizes Jacob, whom he inexplicably throws into Marlena's company again and again. Could he really expect Marlena and Jacob to do anything but fall in love?

The romance is utterly predictable and uninvolving, with barely a spark igniting between Witherspoon and Pattinson.

Waltz thankfully takes the two-dimensional villain crafted by the filmmakers and elevates August to something approaching a full-blooded, loathsome tyrant.

He's so good at being bad that August's physical abuse of the elephant, while watered-down for the screen, looks truly savage. Watching Waltz beat Rosie, hatred for the elephant and hatred for the world seem to rise off his body like steam (don't fret about the elephant, though; the crew used visual effects to create the beating scenes, and the movie comes with the American Humane Association seal of approval that no animals were harmed).

As with the prologue, the filmmakers shift details from the book around trying to make them more cinematic. Rather than heightening the drama, they create a story of implausible convenience, this event following that circumstance following that revelation, just when the characters need them.

Period details, costumes and production design all are impressive, but "Water for Elephants" shortchanges the circus atmosphere. We get only the barest sense of carny life, and the acts themselves are seen in such fragmentary quick cuts that there's no sense of wonder to it, no clue as to why the rubes come running when the circus rolls into town.

The movie is a long, long way from the greatest show on Earth; at best, it might be the greatest show in your local theater, assuming it's the only film playing there. The more you ignore it, the sooner it will pull up stakes and lumber away to the elephant graveyard.

"Water for Elephants," a 20th Century Fox release, is rated PG-13 for moments of intense violence and sexual content. Running time: 121 minutes. Two stars out of four.

Reese Witherspoon riding high in circus drama

Reese Witherspoon can flip over backward on her latest co-star, who in turn can either hoist the actress in the air or crush her.

We're not talking about either "Twilight" heartthrob Robert Pattinson or "Inglourious Basterds" villain Christoph Waltz, with whom she stars in the new romantic drama "Water for Elephants."

But rather, Tai -- a 42-year-old, 9,200 lb (1,900 kg) pachyderm at the unwitting center of a dangerous Depression-era love triangle involving a beautiful circus performer, her brutal husband and a dashing young man.

"Water for Elephants," Witherspoon's first film since the disappointing Christmas film "How Do You Know," opens on Friday across North America. The movie required the actress to acquire instant expertise doing elephant acrobatics while wearing sequined leotards and elegant gowns.

"These are skills that people develop over years and years of training and I had to condense that into five months," the Nashville-raised actress said in an interview with Reuters. "But it was really rewarding."

Witherspoon joked that one of her greatest accomplishments was learning how to step on Tai's trunk and hurdle herself on top of the 8-foot, eight-inch animal.

Tai, a veteran of movies and commercials, had to stretch her own acting chops by pretending to be untrained. She evidently reached a deeper level of familiarity with Witherspoon than her human co-stars.

"It's like a dog in that they know your smell," Witherspoon said. "They remember your scent and so, she smells you every morning and she's like, 'Oh, I know that person.'"

"Water for Elephants," based on Sara Gruen's 2006 best-selling novel of the same name, stars Pattinson as a veterinary student named Jacob who abandons his studies and joins a traveling circus. He meets Witherspoon's character, Marlena, who is inconveniently married to the brutal animal trainer August, played by Waltz.

When August buys an untrainable elephant named Rosie, Jacob is put in charge. He soon develops a special bond with the animal and then with Marlena, who must learn to ride it. When romantic sparks start to fly, life gets dangerous.

Things are happier for Oscar-winning Witherspoon in real life. Last month, she married talent agent Jim Toth at her California ranch as Sean Penn, Scarlett Johansson, Robert Downey Jr., Tobey Maguire and Renee Zellweger looked on.

Witherspoon started shooting "Elephants" a few months after meeting Toth last year, and marveled at how her uneducated movie character overcomes the odds and finds true love.

"Some of the most beautiful scenes are the ones that have no words -- moments where my character is noticing Rob, or Christoph's character seeing us across the room. It just tells you so much about the story without saying a word," she said.

The movie also shines a light on animal abuse, and karmic retribution. Tai, fortunately, leads a comfortable life on a California ranch alongside five other elephants waiting for their next Hollywood close-up.

"Hopefully, this movie will build compassion for different elephant charities, that we really have to protect animals in this world," Witherspoon said. "They're very complex, thoughtful creatures and they deserve our attention."

Reese Witherspoon Dazzles at First Post-Wedding Premiere

Newlywed Reese Witherspoon just returned from her honeymoon, but she's already back to work and looking glamorous at her first public event since her wedding day.

Witherspoon, 35, posed with costar Robert Pattinson, wearing her new wedding ring and dazzling in a white Jason Wu cocktail dress accented with black beading. The newlywed says being referred to as Mrs. Toth now is simply "great."

Also garnering praise from the actress was Pattinson himself – despite his runny nose during their steamier scenes in the film.

"Even if this guy is sick, I'm so lucky. We had great time," Witherspoon told reporters. "Not only is he super sexy and obviously incredibly handsome, but he's really a lovely, nice person."

Now that Witherspoon and Pattinson are pals, the Oscar winner jokingly says she's bummed out that she hasn't received a wedding gift from the Twilight star.

"Not yet and I am waiting," she says with a laugh. "Tell him tick-tock, I am waiting!"

Water for Elephants hits theaters April 22.

Reese Witherspoon describes snotty sex scene with Robert Pattinson in 'Water for Elephants'

Hey Twi-hards. Next time you're laying in bed at night, thinking about the cold embrace of Edward Cullen, you better hope the following tidbit doesn't pop into your head.

Reese Witherspoon spoke with In Touch about her love scenes with "Water For Elephants" co-star Robert Pattinson, and it's about the furthest thing from romantic.

"Rob possibly had the most hideous horrible cold of any co-star I've ever had to do a love scene with ever in my entire life," she says. "He was literally snorting and snotting through every second of it - and it was not appealing. I'm talking green, infectious, disgusting - I'm not kidding!"

Consummate professional that she is, Witherspoon admits she was actually expecting a little.

"I'm going to say it's a little bit of a downer. I was a little disappointed. It wasn't sexy."

Reese Witherspoon Returns from Her Honeymoon

Newlywed Reese Witherspoon is back from her honeymoon – and after a heady few weeks, it appears she's slipped right back into everyday life.

The actress, 35, married Jim Toth on March 26. And last week, the pair, along with Witherspoon's kids, Ava, 11 and Deacon, 7, were seen taking in the sights in sunny Belize.

Spotted back home in Los Angeles on Monday, Witherspoon and Ava headed out on a shopping trip, appearing tanned and relaxed as they lugged bags of groceries from a supermarket.

Next up for the couple: Toth, 40, is expected to get back to work at his job at CAA while she's due to continue promoting Water for Elephants, in theaters April 22.

Reese Witherspoon says she misses her privacy

Reese Witherspoon mourns the loss of her privacy.

The Oscar-winning actress says she sometimes sits in her car crying because she cannot go out in public as much as she'd like.

Witherspoon says in the May issue of Vogue that although much of her life belongs to other people, but she wouldn't trade it.

The 35-year-old says that whatever she's lost, she's gained tenfold in life experience.

Witherspoon also says she feels blessed that her friends help provide some privacy.

Her latest film, "Water for Elephants," will be released April 22.

Witherspoon plays a scrappy circus star willing to do whatever it takes to survive. The Depression-era drama is based on the best-selling novel.

Robert Pattinson co-stars as her love interest in the film.

Reese Witherspoon's Husband Gets Southern Girls' Seal of Approval

Reese Witherspoon knew she'd found a good man in her new husband Jim Toth when she got the thumbs-up from a very particular group of women – her fellow Southerners.

"Over the holidays I was at a department store in L.A. with my friends, and these three women from Oklahoma came up to me, and they said" – laying on a thick Southern drawl – "'Reese. We are so happy for yeeew. We liiike this guy for yew,' " the Louisiana-born actress, 35, tells Vogue's May issue.

"And I said, 'You do?!' 'Yes, ma'am. We think he is a niiice man. We think he is going to treat you well and be good to yeeew.' I was like, 'Really?' So sweet! And I told them my mother likes him very much, too."

And what is the Pennsylvania-born CAA agent like? "He's wonderful," Witherspoon says. "He's just a really great guy, and I feel really lucky."

Elsewhere in the pre-wedding interview, on newsstands April 19, the Oscar winner touches on the topic of parenting – in particular, what it's like to have a pre-teen daughter in Ava, who's now 11.

"She's on the precipice of having her love affairs and her life," Witherspoon says. "She is curious and artistic and very smart. She really surprises me."

Parenting in general – she also has a son Deacon, 7, with ex-husband Ryan Phillippe – isn't what she thought it would be, she adds. "I thought you make little people in your image. But they are just nothing like me or their father. They are their own individuals."

She adds: "I know it's corny, but being a parent to me is such a great privilege; that I get to chaperone these beautiful little souls through life. They astound me with their knowledge and their humor."

Asked how she's changed herself since her 20s, Witherspoon says she's grown up a lot, and learned to expect the unexpected.

"I was a little more shut down in my 20s," she says. "I was really scared of a lot of things and a lot of people. I have gone through so many changes since then. Obviously, being divorced and having a couple of relationships. I'm much more open than I was."

She adds: "I think with life experience you go: I have no idea what's next. The unexpected doesn't surprise me anymore. It really shocked me then."

Reese Witherspoon and Jim Toth Spotted on Honeymoon in Belize

Reese Witherspoon deserves some rest and relaxation – and she's getting it with new husband Jim Toth in Belize, where the couple were seen this week on their honeymoon, a source tells PEOPLE.

It's been a whirlwind few weeks for the Oscar-winning actress who celebrated her 35th birthday with her family in L.A., wed Toth at her Ojai, Calif. home on March 26, then headed back to work promoting her new film Water for Elephants with Robert Pattinson.

But Witherspoon has finally gotten some down time to celebrate her new life with her new hubby. The couple – along with Witherspoon's two children, Ava, 11, and Deacon, 7 – were spotted "acting like regular tourists," in Belize, according to a source.

The actress was wearing a straw hat, white T-shirt and jeans, while walking around with the her family, the source adds.

According to the blog Postcards And Coasters, which is written by a flight attendant, the star and her family were seen on a flight to the tropical Central American country earlier this week.

But it looks like it will be a quick trip: Witherspoon and Toth, 40, are expected back in Los Angeles soon where they will both get back to work – him at his job at CAA and her promoting Water for Elephants, which is due out in theaters April 22.

Reese Witherspoon Sees Fashion as an 'Art Form'

(Video) Before walking down the aisle in her pretty pink wedding dress, Reese Witherspoon got glammed up for an ELLE UK photo shoot in Los Angeles. The actress sported some seriously sexy looks while posing at Hollywood’s hip Chateau Marmont, a spot she loved. “It felt pretty cool to hang out in the lobby,” she says in the clip above, “even though it was a little embarrassing having your picture taken in front of everybody!” While chatting with photographers, Witherspoon said her take on fashion has evolved over the years. “As I’ve gotten older, I understand it more as an art form,” she explained. “It’s really lovely to get to see beautiful clothes, and to get to know people who make beautiful clothes. It really is a form of expression.” However, she thinks sometimes there’s too much focus on fashion — particularly at awards shows. “I feel for these women. The guys get dressed and it’s no big deal, and they’re there because they’ve given a great performance,” she said during a separate interview. “For every woman it’s, ‘What is she wearing?’ And, ‘But did she wear that to the last awards show?’ And, ‘What will she wear to the next awards show?’ And none of it is about her performance or how hard she worked — and those are women who did extraordinary work. How hard we are on people who are just doing their best.” For more on Witherspoon, visit elleuk.com or pick up the latest issue, on newsstands now.

Sighting

Doting mom (and newlywed) Reese Witherspoon, taking kids Ava and Deacon shopping at Ruby Slippers, a kids' shoe store in Brentwood, Calif. "She was in a great mood and helping her kids pick out Havaiana flip-flops," an eyewitness says. The trio spent about 20 minutes browsing the footwear before heading out.

Reese Witherspoon's Wedding Dress: Pretty and Pink!

March 26 may have been a nice day for a white wedding, but radiant bride Reese Witherspoon was thinking pink! The actress walked down the aisle at her Ojai, Calif., estate in a custom-designed Monique Lhuillier blush-hued gown with a Chantilly lace corset bodice and full tulle A-line skirt before exchanging vows with agent Jim Toth. The gown — which matched Witherspoon’s 11-year-old daughter Ava’s custom Lhuillier dress — also featured a double-face silk satin ribbon with cascading silk flowers. The actress, 35, “wowed,” says a guest. “She took your breath away.” Underneath her dress, Witherspoon sported Jimmy Choo’s classic “Macy” satin platform sandal, giving her a boost next to her tall beau. When it came time to party, the bride ditched her long look and changed into a second Lhuillier design, a white silk minidress with a festive party skirt. But the party’s not over yet: since her nuptials, Witherspoon has been seeing wearing a large pave diamond wedding band from the William Goldberg Diamond Corporation, which matches the sparkling 4-carat diamond engagement ring (by the same brand) Toth presented to her when he proposed in December 2010. For exclusive photos of Reese’s wedding — and all the details of her emotional, joyful ceremony — pick up the new issue of PEOPLE, on newsstands today! Tell us: What do you think of Witherspoon’s wedding dress?

Witherspoon postpones honeymoon

Reese Witherspoon has postponed her planned honeymoon with new husband Jim Toth so she can promote her latest movie with Robert Pattinson.

The Legally Blonde actress wed the Hollywood agent at her California estate late last month in front of celebrity guests including Renee Zellweger, Matthew McConaughey, Tobey Maguire and Robert Downey, Jr.

But the couple's plans for a romantic post-wedding break have been put on hold so Witherspoon can hit the promotional trail for her new film, Water For Elephants, with the Twilight star.

When asked about her postponed honeymoon during an interview with Access Hollywood, Witherspoon jokes, "This is a honeymoon! Come on - in here with all of you? I will be on my honeymoon soon, and none of you are invited."

The actress has also revealed she was "surprised" and excited to wed for a second time, telling Britain's Elle magazine, "It's an exciting feeling. (Somebody saying), 'You're the one'... And you're surprised somebody wants to be with you because, boy, I've got a lot of quirks and wrinkles."

Did Kate Middleton Call Reese Witherspoon for Wedding Advice?

It makes sense that a future princess would consult with Hollywood royalty, right? Especially one who knows from anticipated weddings, high-profile guests and unwanted media attention.

So who better to give Kate Middleton advice on her upcoming wedding to Prince William (25 days to go! ZOMG!) than brand new newlywed Reese Witherspoon? Um, right?

Well, wrong.

But that didn't stop Reese from joking as much while promoting Water for Elephants alongside a potty-humored Robert Pattinson (so, both sides of the Brit spectrum covered there).

"That's true, a lot of people are talking about it like that," she joked to E! News, comparing the press coverage of her big day to that of Middleton's.

"Yeah, Kate Middleton's been calling me, actually. She wanted to know what I was going to wear. She didn't want to wear the same thing, it would be embarrassing, so…She actually had to change her outfit a few times, because, you know.

"I was like sorry, babe, I got married during Lent. That's the way I roll."

Rolling right alongside her during the interview is R. Pattz's nervous humor, which came when he was asked whether Reese or Rosie (the elephant) was the bigger diva on set.

"Answer carefully," Reese warned.

"The elephant can kind of do whatever it wanted, though," he began. "Reese can just go over in the corner and take a dump."

Uh, what was that last part?!

"Why do I always bring this up?" he asked, as a shocked Reese shook her head. "I always go the…

"Scatological," she said.

"I know, it's so annoying. It's from my dad."

Needless to say, skilled pro that she is, Reese quickly jumped in at that point to steer the conversation to more publicist-friendly matters.

"Wow. Wow," she said. "This has devolved."

As for the moviemaking process, Witherspoon noted that her kids were frequent visitors on set, and called the whole experience of shooting the film, "exciting and a privilege to be there. Definitely one of those movies you won't forget." Especially since the cast bonded with Rosie, and shed a few tears when she wrapped.

And despite filming in the middle of the desert, Reese's kids weren't the only young visitors to make the trek out to the set.

Reese said that there was indeed a "hard core little group of very committed people"—you know who you are—who came a-calling for their R. Pattz fix, and he, according to Witherspoon, obliged, signing autographs and taking pictures with the fans.

"You were so nice," she said.

Oh, and all you Breaking Dawn fans? Rob has a message for you: stop releasing that leaked footage!

"I wanted to let out a little message to all the good Twilight fans: if you guys know who did it, kill them. They won't be remembered.

"It's crazy. I don't understand why people do it…I mean, it's just ruining it for themselves. What's the point? You're just a moron. You're just a malicious moron."

Reese Witherspoon's Wedding Photos

"Timeless California architecture, rustic materials and beautiful gardens," says a pal, gave the actress the perfect storybook setting for her special day in Ojai, Calif.

Wearing a custom-designed Monique Lhuillier blush-hued gown with a Chantilly lace corset bodice and full tulle A-line skirt, Witherspoon, 35, "wowed," says a guest. "She took your breath away." The gown was adorned with a double-face silk satin ribbon with cascading silk flowers, which matched the dress of Witherspoon's daughter Ava, 11, who served as maid of honor in her own custom Lhuillier.

The bride changed into a second Lhuillier design – a white silk minidress with a party skirt – for the reception.

"There was a real family feel," a guest tells PEOPLE. "There was so much joy in the room and a lot of laughter," adds another.

For exclusive photos of Reese's wedding – and all the details of her emotional, joyful ceremony – pick up the new issue of PEOPLE, on newsstands Monday!

Reese Witherspoon Gets Back to Work with Robert Pattinson After Her Wedding

Looks like marriage really suits Reese Witherspoon.

After her March 26 nuptials to agent Jim Toth at her Ojai, Calif., ranch, the A-list Oscar winner went straight back to work, promoting her upcoming drama, Water for Elephants, due in theaters April 22.

At Sunday afternoon's press junket at the Fairmont Miramar Hotel in Santa Monica, Calif., Witherspoon was relaxed and all smiles as she answered questions alongside costars Robert Pattinson, Christoph Waltz – and the film's director, Francis Lawrence.

Looking the picture of understated elegance, Witherspoon, 35, wore a classic black dress and cardigan, her blonde hair slightly shorter than usual. But her best accessory was her Pavé diamond wedding band.

Witherspoon joked with Pattinson at times during the press conference and recalled her stunning look in the film. "It was really transforming for me," she says of the spectacular costumes, hair and makeup. "I didn't even recognize myself."

The period costumes Witherspoon wore during filming might have been more revealing than the Oscar-winner is used to, but she adjusted just fine. "I sort of made a conscious effort all my career not to end up in a bathing suit in a movie, and here I was in this movie wearing a leotard [for] the majority of it," she joked.

"They were beautiful," she says of the costumes. "It was a different time when women loved their curves and enjoyed being voluptuous."

Physical preparations for the role kept her in shape. "I was training a lot," she says, "circus training, riding elephants and riding horses. I was pretty busy."

And it's also a busy day for Witherspoon: Later, she is also expected to appear at Sunday's Academy of Country Music Awards in Las Vegas.

For exclusive photos of Reese's wedding – and all the details of her emotional, joyful ceremony – pick up the next issue of PEOPLE, on newsstands Monday!

Reese Witherspoon Flashes Her Wedding Ring

(Photo) In the first shot of Reese Witherspoon since she and agent Jim Toth tied the knot at her Ojai, Calif., estate on March 26, the Walk the Line Oscar winner is getting back into the daily grind, heading for a workout Thursday at her Brentwood, Calif., gym.

On her ring finger is the large platinum wedding band that now goes with 4-carat diamond engagement ring she received from Toth in December.

Witherspoon, 35, and Toth, 40, quietly began dating in December 2009 and, by the following March, headed to Ojai to celebrate her birthday and "looked like a couple in love," an observer told PEOPLE.

She may be a newlywed, but Reese Witherspoon is still making plenty of time for her girlfriends.

Hours after stepping out for a workout – and flashing her wedding ring! – the Oscar winner grabbed Thursday night dinner at Tavern in Brentwood with pal Chelsea Handler, who picked up the actress from her house.

At the restaurant – which is owned by Suzanne Goin, the chef who catered the actress's wedding – the ladies enjoyed sharing each other's company. "It was a night of girl talk," says an onlooker, "[of] chit-chat and catching up."

But there was also food: Witherspoon ordered fish and a gimlet, and split some spring vegetables with Handler, who also picked up the check.

"Reese was so nice," the onlooker says, adding that she was in a "good mood, always smiling." And the women, who costar in the upcoming comedy This Means War, had each other in stitches during their meal.

Says the onlooker: "They had some good laughs together."

For exclusive photos of Reese's wedding – and all the details of her emotional, joyful ceremony – pick up the next issue of PEOPLE, on newsstands Monday!

Reese Witherspoon: Robert Pattinson Is Dirty

Reese Witherspoon is definitely fond of Water for Elephants costar Robert Pattinson, but that’s not to say she didn’t find his on-set grooming habits, well, questionable. “It’s a boy thing, right? To have dirty fingernails and hair,” the newlywed actress asked in a chat with Entertainment Weekly. “And his clothes were dirty all the time.” However, she can’t quite blame the Twilight star — after all, the movie takes place in a circus, a far cry from the damp, overcast Pacific Northwest setting of the supernatural series. “It was a nice escape for him to be tan and in the sun all the time instead of the vampire gear,” Witherspoon explained. In the film, out April 22, the stars’ characters, Jacob and Marlena, become entwined in a tragic love triangle. But before they hit theaters, the costars will hit Vegas — they’re presenting together Sunday at the Academy of Country Music Awards.

So What Was Gwyneth Paltrow (and All Those Other A-Listers) Doing at Reese Witherspoon's Wedding?

Are you commanding upwards of $10 million a movie? No? Then you probably weren't invited to Reese Witherspoon's wedding to Jim Toth over the weekend.

Luckily, plenty of attendees did fit that bill, and while it's no surprise that big stars have other big star friends, some of the guests at the Ojai reception didn't strike us as being the most obvious of besties with the southern belle.

So what was their connection? Let's break it down…

Gwyneth Paltrow: Other than being pretty blonde Oscar winners with two kids and penchants for singing, who knew these two had anything in common? Turns out, they've been hanging out for years, and even spent Thanksgiving of 2008 together in London—with one other very special (at the time, anyway) guest: Reese's then-beau Jake Gyllenhaal, who in all likelihood is responsible for forging the friendship between the two pals. Jake and Gwyneth go way back (she even sheepishly admitted to setting up him and Taylor Swift a few months back) and costarred together in 2005's Proof.

Renée Zellweger: A longtime pal of Reese, the blonde, Oscar'd duo (hey, we're sensing a pattern in her friend selection technique here) share the same social circle and have many common friends. Though not enough to keep Renee around for the actual reception.

Scarlett Johansson & Sean Penn: The real question here isn't what Scarlett was doing at the wedding (she's a client of Jim's), but what Sean Penn was doing at the wedding. Play coy all you want, you two, but taking someone as your wedding date trumps all the denials in the world.

Tobey Maguire: Tobey and wife Jennifer Maguire could've sat on either side of the aisle, as he's got connections to both the bride and groom. As well as being represented by Jim, Tobey costarred alongside Reese in 1998's Pleasantville.

Robert Downey Jr.: Here's another one with multiple connections. While Robert is repped by new groom Jim, he's also a pal of Reese's and he and his wife Susan frequently socialized (and exercised!) with Reese and then-beau Jake in Ojai.

Matthew McConaughey: Sure, he may be southern and charming and currently costarring alongside Reese's ex Ryan Phillippe in The Lincoln Lawyer, but this star's connection isn't through Reese—McConaughey is repped by Toth.

Alyssa Milano: Surprisingly enough, it might've been Milano who was the plus-one for this event, as her new hubby, agent David Bugliari, works alongside Toth at the Creative Artists Agency. However, Milano also costarred alongside Witherspoon in 1996's Fear.

Colin Hanks: Perhaps he was just responding in kind—Toth and Witherspoon were guests at his wedding to publicist Samantha Bryant last year—but in any case, while friendship has clearly blossomed, the connection here started out professional, as Hanks is also repped by CAA.

Salma Hayek: Didn't know Reese and Salma hung out? Well, they probably will now, since Reese just married her agent.

Conan O'Brien: Yeah, we're not sure about this one, either. But we like it

Reese Witherspoon & Jim Toth's Star-Studded Wedding Guest List

Reese Witherspoon and Jim Toth hosted an intimate, private wedding over the weekend – and their guest list read like a who's who of Hollywood.

It comes as no surprise, perhaps, that an Academy Award winner and top Hollywood agent would have a star-studded social circle, but like any other guest list there's a story behind how the folks who attended the nuptials landed an invite.

• Robert Downey Jr. and his wife Susan: The Iron Man star relies on a super agent to help navigate his career: Toth himself! While the groom is pals with the Downey Jr., Witherspoon also has a friendship with the actor and even had him and his wife up to her Ojai, Calif., estate in 2008 where they went hiking.

• Scarlett Johansson and Sean Penn: Johansson is linked to the newlyweds through the groom: Toth is her agent at Creative Arts Agency. And the actress upped the star power at the wedding when she brought her new beau, Sean Penn, to the nuptials on Saturday.

• Alyssa Milano and hubby David Bugliari: Toth and Bugliari are work associates: They're both high-powered agents at CAA. But their brides have a connection, too. Witherspoon and Milano appeared together in the 1996 thriller Fear with Mark Wahlberg.

• Matthew McConaughey and Tobey Maguire: Okay, these two Hollywood hunks didn't come to the wedding together, but both attended because of their connection to the groom. McConaughey and Maguire are among Toth's A-list clients.

• Renée Zellweger: The newly single star is a pal of both the bride and the groom, and the trio share friends in common.

More Details on Reese Witherspoon's Wedding Look!

Though it wasn’t pink, Reese Witherspoon tied the knot Saturday night in a dress that would make Elle Woods proud. The actress walked down the aisle at her Ojai, Calif., ranch estate in a custom Monique Lhuillier gown as she wed fiancé Jim Toth in front of a star-studded crowd that included Sean Penn, Scarlett Johansson and Robert Downey, Jr. There was quite a bit of speculation surrounding Witherspoon’s dress choice — a January trip to Paris, where she visited several designer boutiques, had fashionistas guessing — but ultimately, her decision was Lhuillier, a label she’s teamed up with in the past. (Other brides who’ve chosen the brand include Carrie Underwood, Ashlee Simpson and Jewel.) Underneath her gorgeous gown, Witherspoon wore Jimmy Choo’s “Macy” satin platform sandal, part of the line’s luxe bridal collection. And on her ring finger, to match her sparkling 4-carat diamond engagement ring from the William Goldberg Diamond Corporation, she now sports a band from the same brand.

Reese Witherspoon Marries Jim Toth

Reese Witherspoon is legally married.

The Oscar-winning Legally Blonde actress, 35, tied the knot with her very own leading man, entertainment agent Jim Toth, 40, on Saturday evening, her rep confirms exclusively to PEOPLE.

The couple, who became engaged in December, tied the knot in a private ceremony at Witherspoon's ranch estate in Ojai, Calif.

A pre-wedding cocktail hour took place before the 20-minute ceremony, which started a bit late. Witherspoon walked down the aisle to "Here Comes the Bride."

Those in attendance included Witherspoon's children (with her first husband Ryan Phillippe), Ava, 11 and Deacon, 7, as well as Renée Zellweger, Salma Hayek, Tobey Maguire, Robert Downey Jr. and his wife, Susan, and Alyssa Milano and her CAA agent husband, David Bugliari.

Sources have told PEOPLE that the kids bonded easily with Toth early on in his relationship with their mom.

"He's a grownup who's really ready to take the next step," a source told PEOPLE about Toth around the time of the pair's engagement. "He's a family-oriented guy, and that's all she ever really wanted."

And in the run-up to the nuptials, Witherspoon was "very giddy," added the insider, and "excited to see what the future holds."

Reese Witherspoon Gets Ready for Her Wedding

It's been a big week for Reese Witherspoon!

The actress, who celebrated her 35th birthday with her family on Tuesday, is expected to marry agent Jim Toth in a private ceremony in California on Saturday.

Earlier this week, Witherspoon enjoyed a celebratory birthday dinner in Brentwood, Calif., with Toth, daughter Ava, 11, and son Deacon, 7, as well as her parents, brother and sister-in-law and nieces.

Witherspoon and Toth, 40, "seemed very in love and happy" at dinner, according to an observer.

In preparation for her big day, Witherspoon also stopped in at L.A.'s Privé Salon to have her hair cut on Monday, according to an insider.

Four years after her split from Ryan Phillippe, with whom she shares custody of their two kids, the actress found love again with Toth. The two began dating in January 2010 and he popped the question less than a year later.

(Video) Reese Witherspoon is spending her last days as single woman taking care of business.

The actress is reportedly set to tie the knot to Jim Toth tomorrow at her ranch in Ojai, Calif., but instead of having a wild bachelorette party, Reese has been her usual responsible self lately.

Except for a little run in with the law yesterday while she ran errands in Los Angeles...

Reese first hit Kinara Salon and Spa for some pampering before heading to Vanessa Bruno for some shoeless (!) shopping.

And that's where Reese turned into a scofflaw!

The Oscar-winning cutie parked in the fire lane—presumably to be able to make a hasty retreat from the pack of paparazzi trailing her.

Some West Hollywood Sheriff's deputies showed up, and, instead of ticketing the bride-to-be for her illegal park job, they helped keep her shielded from the shutterbugs.

Looks like she's getting lucky in more ways than one!

After her barefoot buying spree, she went to lunch at Comme Ça restaurant.

So far, it doesn't look like the rainy L.A. weather is going to keep Reese from getting the celebration started tonight.

RadarOnline reports she's hosting a rehearsal dinner in Ojai with her and Jim's family.

Fingers crossed for nice weather for her walk down the aisle tomorrow!

Reese Witherspoon Introduces "Moody" New Scents for Avon

Reese Witherspoon is a woman of many moods — at least, when it comes to her fragrance choices. The bride-to-be is expanding her partnership with Avon to introduce “Expressions,” a line of three perfumes designed to play up varying moods and emotions. The first scent, Love to the Fullest, will be released in April, and channels a sensual, sexy vibe with shimmering top notes of succulent black cherry, plush peony and amber and woods. Laugh Often, coming in May, is composed of citrus and floral notes to portray a more playful side. And Live Without Regrets, due in August, is a blend of lush petals and juicy fruit notes meant as “a celebration of joie de vivre,” according to a release. Witherspoon, who launched her first Avon scent in 2009, says the perfumes are an extension of her being. “Wearing fragrance is one way I express my personality,” she said in a statement. “No matter what my mood, ‘Expressions’ lets me convey my joy, confidence or sensuality — whatever I feel that day.” The actress, 35, is Avon’s first-ever global ambassador. Tell us: Would you buy one of Witherspoon’s new scents?

Reese Witherspoon Enjoys Casual 35th Birthday with Family

The Oscar winner, who turned 35 on Tuesday, kept birthday festivities within the family. She attended a casual luncheon with her mom Betty, dad John, brother John, and two nieces at Farm Shop inside of one of her favorite spots, the Brentwood Country Mart.

"She seemed very happy and excited," an onlooker says. "She was in a great mood and seemed happy to be spending time with her family."

Witherspoon, who is engaged to marry agent Jim Toth, watched as her nieces took a ride on a carousel. Then the whole group stopped by the Poppy Store, where a source tells PEOPLE, Witherspoon "helped her nieces pick out presents … She was very sweet to them."

The birthday girl continued the celebration Tuesday evening with a family dinner at Tavern in Brentwood. Along with Toth, Ava, 11, and Deacon, 7, her parents, brother and sister-in-law and nieces, Witherspoon enjoyed her meal in a private corner of the restaurant.

"Reese seemed ecstatic to spend time with her whole family ... [She] was glowing as she enjoyed her dinner next to Jim. Everyone was in a great mood," says a diner. "Jim and Reese seemed very in love and happy."

All in all, said the diner, "Reese's birthday dinner seemed to be a total success."

Leading into her big day, on Monday, according to an insider, Witherspoon headed to L.A.'s Privé Salon. "Reese left the salon with bouncy hair and she looked great," says the source.

Reese Witherspoon Will Present at ACM Awards

Actress Reese Witherspoon (Walk the Line) and actor Robert Pattinson (Twilight) will present an award together at the on April 3 in Las Vegas. Witherspoon and Pattinson are co-starring in the upcoming film, Water for Elephants. As previously announced, additional presenters at the ACM Awards will include American Idol host Ryan Seacrest and Entertainment Tonight personality Nancy O'Dell.

Robert Pattinson & Reese Witherspoon Smooch - Almost

(Photo) We're finally getting a real peek at the killer chemistry between Water for Elephants costars Robert Pattinson and Reese Witherspoon.

In an exclusive photo from the movie, which hits theaters April 22, a sultry Pattinson moves in for a (presumed) kiss while Witherspoon appears to melt under his gaze.

The actors play lovers involved in a triangle that develops between their characters and Witherspoon's onscreen husband.

To see more, tune into Thursday's episode of American Idol for an exclusive sneak peek at the new trailer, or visit Amazon.com starting Thursday at 8 p.m. ET.

Witherspoon, 34, recently gushed about her handsome costar, 24, saying, "He's so amazing and wonderful and sweet and just the nicest guy too, so you can just add that to the soup. I mean, he's just so good looking and he's a really nice person."

Reese Witherspoon Gushes About Robert Pattinson

Reese Witherspoon is about to marry her own leading man, but the Oscar winner admits to enjoying another hunk's charms on screen.

"I am so lucky," Witherspoon gushes to Entertainment Tonight of her love scenes with Robert Pattinson in their upcoming movie Water for Elephants. "He's so amazing and wonderful and sweet and just the nicest guy too, so you can just add that to the soup."

"I mean, he's just so good looking and he's a really nice person," she continues.

That said, Witherspoon admitted the pair have a more humorous than amorous relationship off screen. "We'll probably just laugh the whole time, because all we do is just laugh and joke around," Reese says.

In Water for Elephants, which arrives in theaters on April 22, Witherspoon, 34, and Pattinson, 24, play lovers involved in a triangle that develops between their characters and Witherspoon's onscreen husband.

And this is not the first film they've been in together: Pattinson had a part as Witherspoon's son in Vanity Fair – only it ended up on the cutting room floor. Still, Withersoon has some vivid memories of first seeing the actor.

"He was walking down this corridor and I turned to the director and I said, 'That's my son? He's so good looking,' " she says. "I was like, 'He's so hot!' "

Reese Witherspoon's PDA-Filled Night With Fiancé

Reese Witherspoon is looking happier and more in love than ever.

How do we know that? Well, on Saturday night…

The Oscar winner and her agent fiancé Jim Toth put their PDA on full display.

The two hit singer Ryan Bingham's concert with his band The Dead Horses at the El Rey Theatre in Los Angeles. The soon-to-be-married duo—Toth popped the question around Christmastime with a four-karat ring—watched the show from a VIP balcony. "They were pretty much arm in arm the entire time," an eyewitness tells me. "They were singing along to some of the songs. They were pretty adorable."

They also stole a few quick kisses. Toth drank beer while Witherspoon stuck with water. The two arrived before the show began, but sneaked out during the last song to beat the crowd.

Bingham won an Oscar and Golden Globe last year for his song "The Weary Kind" from the Crazy Heart soundtrack. Colin Farrell, who appeared in Crazy Heart, was also at the El Rey show, as was Country Strong and Tron star Garrett Hedlund.

Witherspoon will next be seen in Water for Elephants opposite Mr. Twilight Robert Pattinson and Oscar winner Christoph Waltz.

And Ms. Witherspoon also has that wedding to plan. Perhaps Bingham could sing for them on the big day.

Reese Witherspoon Goes Wedding Dress Shopping

Bridal dash!

Looks like Reese Witherspoon may be walking down the aisle sooner rather than later: On Sunday, the star was spotted spending some quality time checking out wedding dresses at the Melrose Avenue boutique of Monique Lhuillier.

After browsing the wares at the Lhuhillier store, the bride-to-be got a pick-me-up at Le Pain Quotidien. After less than a year of dating, Witherspoon, 35, accepted beau Jim Toth's proposal in December. And, late last month, she was spotted hunting for bridal gear in Paris -- visiting showrooms of top-end designers like Lanvin, Chanel, Louis Vuitton and others.

CAA agent Toth, 40, popped the question to the Water for Elephants star with a 4-carat, $250,000 Ashoka cut diamond ring from jeweler William Goldberg.

How Reese Witherspoon Found Mr. Right

What kind of bride-to-be is Reese Witherspoon? A focused one.

The actress, 34, hit Paris with three of her closest girlfriends for a whirlwind pre-wedding weekend on Jan. 20. Gearing up for her nuptials to showbiz talent agent Jim Toth, 40, Witherspoon – whose Parisian getaway included wedding gown fittings, says a source – has made it clear that she is eager to begin her new life with the low-key Toth.

"He makes her laugh," an insider tells PEOPLE in this week's cover story. "She's truly enjoying her life right now."

After revealing her heartbreak following her split four years ago from ex-husband Ryan Phillippe, 36 – with whom she shares custody of their kids Ava, 11, and Deacon, 6 – the actress has embraced finding love again with Toth.

"He's a grown-up who's really ready to take the next step," says a Witherspoon friend. "He's a family-oriented guy, and that's all she ever wanted."

For more on this story, pick up this week’s issue of PEOPLE, on newsstands Friday.

Reese Witherspoon's Parisian Shopping Spree - For a Wedding Dress?

Whether her wedding dress will be classical or avant-garde, Reese Witherspoon got down to some serious trousseau shopping in Paris. After saying ‘au revoir’ to her co-star Paul Rudd at a private dinner Thursday night at restaurant Cherche Midi, the How Do You Know star and a small group of friends hit a number of celebrated shops, visiting at least four famous fashion design houses on Friday, fueling speculation that the gown for her upcoming wedding to Jim Toth will bear a Parisian label. Dressed in a black coat, Reese stepped out smartly in the cold in Louboutin heels, on her way to her 11 a.m. appointment at Louis Vuitton’s corporate offices along the Seine. The well-known luxury conglomerate controls a dozen designer labels including Givenchy and Marc Jacobs — but Reese, who came out after an hour carrying a large brown Louis Vuitton shopping bag was giving no secrets away as she moved her bridal express across Paris. She arrived promptly for a 1 pm appointment at the classic house of Lanvin on the Faubourg du St. Honoré. Could Lanvin’s designer Alber Elbaz be her choice? Or perhaps, her 3:30 pm appointment at Chanel’s flagship Rue Cambon boutique — and the shopping bags that came out with her — suggests she’s leaning towards a creation from the legendary Karl Lagerfeld? Possibly, but then again Reese and her crew had to cross the St. Honoré at least once more, a source tells PEOPLE. And at 5:30 pm, they arrived at the brand new month-old boutique of designer Giambattista Valli. All that’s certain is that Reese will make a très belle bride, whomever she choose for her dress!

Sighting

Out for a mother and daughter stroll with a pup in tow, Reese Witherspoon and Ava enjoyed the gorgeous weather at Palisades Park in Santa Monica, Calif. The two were smiling and chatting during their outing.

Sighting

Newly engaged Reese Witherspoon, getting her hair done at Privé Salon in L.A. The actress got some highlights, then headed upstairs to the Ona Spa, where she received some treatments. When she was done, the chatty, cheerful actress said goodbye to the staff – then snuck out the back exit.

Reese Witherspoon Shows Off Her 4-Carat Diamond Engagement Ring

(Photo) Just days after details of her stunning 4-carat engagement ring were revealed, Reese Witherspoon is finally showing off her new sparkler in public. The actress flashed her impressive ring in L.A. on Tuesday, while sitting courtside at a Lakers game with fiancé Jim Toth by her side. Reese was all smiles as she took in the match-up against the Detroit Pistons, no doubt in part due to the gorgeous new sparkler on her left hand. The rare Ashoka diamond stunner, set on a pave diamond-and-platinum band, was custom-designed by the William Goldberg Diamond Corporation. The center stone features 62 displayed facets and rounded corners to create a dazzling sparkle–fitting for the happy couple.

Angie & Reese losing their sparkle?

It seems like just yesterday when Reese Witherspoon and Angelina Jolie were basking in the glow of the box office klieg lights, sitting pretty atop the heap of Hollywood's most bankable female stars.

While Reese was charming 'em with the likes of Legally Blonde and Sweet Home Alabama and impressing 'em in Walk the Line, Angelina was wowing 'em in Mr. & Mrs. Smith and Wanted.

Hoped they soaked in all that adoration.

Because, at least based on the holiday season performance of their latest movies, it would appear the days of folks flocking to see them do what they do best is no longer a sure bet.

While it's one thing not to expect fans to be out in full force when you're doing something more for personal growth (like Jolie in A Mighty Heart or Witherspoon taking on Vanity Fair), their recent offerings looked like certified crowd-pleasers -- at least on paper.

You had Angelina teaming up with Johnny Depp in an exotic action adventure and Reese cavorting with Paul Rudd and Owen Wilson in a frothy rom-com.

Yet, to say the critically savaged The Tourist and How Do You Know were also holiday box office underperformers was something of an understatement.

Given their hefty budgets, they tanked.

After almost a full month in theatres, Jolie and Depp have barely cleared the $55 million mark while Witherspoon and company have yet to bring in half that amount.

Should we regard their twin missteps as freak potholes along an otherwise shrewdly plotted career path, or do they send up a potential Julia Roberts-type signal flare that could indicate their top-dollar salaries could be in jeopardy.

They're certainly not the only ones to have an off-year, when you consider the duds delivered by Katherine Heigl (Killers) and Jennifer Aniston (The Switch), but they may be wise to take heed.

The past year or so has seen a notable influx of bright, young female talent, from Emma Stone (Easy A) to Mia Wasikowska (Alice in Wonderland, The Kids Are All Right) to Chloe Moretz (Kick-Ass, Diary of a Wimpy Kid, Let Me In), all moving quickly up the ladder into upcoming major motion pictures.

That's in addition to several other fresh new faces primed to make a big splash over the course of the coming year -- we'll tell you who in this weekend's column.

So if we were Reese and Angelina, we'd probably be very careful not to alienate our core audience when it comes to future commitments.

Looking at what both have waiting in the wings, Reese will be coming between Tom Hardy and Chris Pine in the rom-com, This Means War, as well as joining Robert Pattinson in the drama, Water for Elephants.

Angelina, meanwhile, will be lending her voice to the Tigress character in Kung Fu Panda 2.

Whatever the future holds, those idyllic Elle Woods/Lara Croft days may be well behind them.

Phillippe talks Witherspoon's engagement

(Photo) For Robert Pattinson, it was the elephant that sealed the deal.

The Twilight star, 24, was on the fence about taking the role of Jacob, a veterinary student who joins a traveling circus in the upcoming Depression-era romantic drama Water for Elephants – until the actor met Tai, his 42-year-old, nearly 9000-lb. costar.

"Rob was non-committal until he saw the elephant," recalls the film's animal coordinator Paul 'Sled' Reynolds. "After he met Tai, he knew he wanted to do this movie. He absolutely adored that elephant."

PEOPLE has a first look at some of the film's rich images – and Pattinson's near smooch with Tai.

The adaptation of Sara Gruen's bestselling novel, which arrives in theaters on April 22, tells the story of a love triangle that develops between Jacob, Reese Witherspoon's Marlena, who is the show's bottle-blonde star performer, and her husband August, the circus's abusive ringleader, played by Oscar-winning Inglourious Basterds star Christoph Waltz.

Chemistry Lesson

While it was important to the filmmakers that Pattinson bond with Tai, their chief concern was making sure sparks flew between him and Witherspoon, 34.

"I saw early on that those two had a real on-screen chemistry," the film's director Francis Lawrence (I Am Legend) tells PEOPLE. "There was just this thing that happens between the two of them when they are together as those two characters that was very exciting."

A Sensitive Guy

Lawrence became convinced that Pattinson could pull off the challenging role of Jacob shortly after a meeting with the British heartthrob to discuss the part.

"When I sat down with Rob, I found that despite his success, there was a real sense of humility with him," says Lawrence. "I found that he was kind of uncomfortable in his own skin, and maybe even uncomfortable with everything that was happening to him. Rob is a very sensitive guy who very much loves animals."

Adds Lawrence, "I found that, wow, this guy kind of already is Jacob."

Phillippe talks Witherspoon's engagement

Ryan Phillippe has publicly congratulated his ex-wife Reese Witherspoon upon her new engagement to Hollywood agent Jim Toth.

Witherspoon and Toth began dating at the beginning of 2010, shortly after the actress split from Jake Gyllenhaal, and the couple have ended the year with an engagement.

Phillippe, who was married to the Legally Blonde star for seven years until they split in 2008, has congratulated his ex.

He tells the New York Daily News, "I'm very happy for both Reese and Jim. I wish nothing but the best for the mother of my children."

Reese's Piece: See Witherspoon's 4-Carat Engagement Ring

(Photo) LeAnn Rimes isn’t the only A-lister making news today with a mega-watt engagement ring. Reese Witherspoon‘s sparkler has just been revealed as well. A rep for the Oscar-winning actress confirms that Reese’s fiancé, Jim Toth, 40, proposed with a 4-carat Ashoka diamond stunner set on a pave diamond-and-platinum band, similar to the one pictured above. So how did Toth land on the special sparkler? “In the past year, the retro look in diamonds has been very popular,” says Eve Goldberg, co-owner of William Goldberg Diamond Corporation, which produced the custom-designed ring. “It’s a very elegant cut and it has an old feel to it.” As for the stunning center stone, the jeweler says that Ashoka stones are rare, with less than 10 percent of rough diamonds each year having the potential to be cut in this unique way, with 62 displayed facets and rounded corners to create a dazzling sparkle–just like Reese’s eyes when she saw her ring, no doubt.

Why Reese Witherspoon's Fiancé Jim Toth Is The One

For the past few years, talent agent Jim Toth has been known as a rising star at the Creative Artists Agency, where he's worked with such stars as Robert Downey Jr. and Tobey Maguire. And his friends know him as a fun-loving, down-to-earth guy.

But now Toth, 40, is getting a whole new level of recognition as the tall, handsome man who is engaged to Oscar-winning actress Reese Witherspoon.

Here is a closer look at Witherspoon's new leading man.

1. He's a Hard Worker

Like many agents, before he was promoted, the ambitious Toth started in his agency's mailroom, making deliveries and running errands. "I think I may have bought fruit for the entire agency on a daily basis," he told The Hollywood Reporter in 2004. Later, he started working with such clients as Forest Whitaker, Scarlett Johansson, McConaughey" and Rachel Bilson. Says a source who knows Toth, "He has a great head on his shoulders. He always sees the big picture and he's so level headed. A lot of people look up to him."

2. He Is a Lion at Heart

Toth is a graduate of L.A's Loyola Marymount University (Go, Lions!), where he graduated with a major in political science. While there, he was a member of LMU's 80-year-old service organization, the Crimson Circle.

3. He's Good with Witherspoon's Kids

Once the couple had been dating several months, Witherspoon felt comfortable enough to introduce Toth to her kids, Ava, 11, and Deacon, 7. "He's very down-to-earth and great with her kids," a friend said at the time. "She wants Jim to be a part of her everyday life with the kids and they've had a great start together." Since then, the couple have been frequently spotted happily out with her children.

4. He's a Guy's Guy

His date may be famous for her chick flicks, but Toth prefers more manly entertainments, telling The Hollywood Reporter that his favorite all-time movie is The Godfather: Part II, and TV show is Miami Vice.

5. He's Ready to Settle Down

Once known as an active dater, Toth was often seen out and about with his famous friends and clients. But after several months of dating Witherspoon, a source close to the actress told PEOPLE of Toth, "He's more mature and in a place in his life where he's ready to settle down." The source added that Toth and Witherspoon met at the right time. "Sometimes in your life you meet someone who is ready to move in the same direction as you. You're on the same page and you're moving in the same direction and everything feels just right," said the source. "That's what happened with Jim. He was ready to take it in this direction and she was ready to follow."

Reese Witherspoon & Jim Toth Are Engaged

Reese Witherspoon is ready to make it official with boyfriend Jim Toth: The couple are engaged, PEOPLE confirms.

The Oscar-winning actress, 34, and Toth, 40, began quietly dating last January and quickly grew serious about each other.

In October, a source close to Toth, an agent at Creative Artists Agency in Los Angeles, told PEOPLE he was smitten with Witherspoon.

"Jim knows Reese is the one for him," the source said. "It's what he's been waiting for. [Getting engaged] is a natural step for them."

Witherspoon was equally thrilled with the relationship, a source close to the actress told PEOPLE at the time. "Reese quickly realized that Jim was someone that she felt safe with and could count on," the source said.

Just as important, Toth bonded easily with Witherspoon's children, Ava, 11, and Deacon, 7, who she had with her ex-husband Ryan Phillippe.

"They have vacationed together with Reese's kids and everyone [got] along great," the source added.

Months before that, a source close to Witherspoon described a relationship on the fast track, with Witherspoon happy to be with someone "who's more mature and in a place in his life where he's ready to settle down. I think for the first time in a very long time, she feels as if she's with a grown-up."

Witherspoon's relationship with Jake Gyllenhaal ended in 2009. She split from Phillippe in 2006 after seven years of marriage.

Witherspoon currently stars in the romantic comedy How Do You Know. She won an Oscar in 2006 for her portrayal of June Carter Cash in Walk the Line.

Reese Witherspoon: "I Think I Look Bad in Every Picture"

(Video) Poor Reese Witherspoon. She masochistically Googles herself when she's feeling low, and she doesn't even find solace in all the pretty pictures of her out there.

"I literally think I look bad in every picture," she confided on Chelsea Lately tonight, enjoying a reunion of sorts with her This Means War costar, Chelsea Handler.

"I don't know, who feels good looking at themselves?" the Oscar winner wondered, acknowledging thatalso she hates watching herself on film. "Nobody, right? It's torture. Why would you want to watch yourself being stupid and pretending to be somebody else?"

Hmm, maybe that should have been the tag line for How Do You Know: "Watch Reese, Paul and Owen be stupid other people!"

In the rom-com, Reese plays a pro softball player.

"And you're not a lesbian?" Chelsea asked, just to clear that up.

"No—not in the movie," Reese fired back.

More girl talk ensued about tipsy plane rides with their director McG ("he's a hot mess," Chelsea declared), Christmas plans ("spending time with my kids," Reese said) and the barn Reese is building to hold all her animals.

"I really do have animal friends," she said, namechecking her pigs, Booker T. Washington and Lavender Valentine, goats George and Martha Washington and, of course, her donkeys, Honky and Tonky.

"I wanted to call them Honky Tonk and Badonkadonk," Reese recalled, "but the kids weren't so into it. They didn't know what 'badonkadonk' meant. So apparently I am doing some good parenting."

Witherspoon lost in 'Do You Know'

(Trailer) Have you heard of "a comedy of manners?" Well, the two-hour waste of talent How Do You Know is a comedy of over-cooked mannerisms.

It's a hodgepodge of tics and grimaces that suggest hilarity where there's none. It's Owen Wilson milking his trademark wheedling-boy/man persona, an insincere single note that long ago lost its charm.

It's Jack Nicholson "doing Jack," the old-guy Jack, full of bluster and raised eyebrows, like A Few Good Men's Col. Jessup in his slightly bronchial cantankerous dotage, all but shouting "You can't handle the truth!' " as he loudly justifies corporate crimes.

And it's Paul Rudd as a nice-guy shlep, which isn't exactly a stretch. But this is so broad a romantic comedy that every so often he appears to channel Mr. Bean in his meant-to-be-adorable eccentric clumsiness.

And through it all is our heroine, Reese Witherspoon, looking lost. The closest thing to a real character, it's her lot to be a dishrag in her own movie.

James Brooks doesn't make movies very often anymore (2006's Spanglish was his last), so you expect more than so-so. How Do You Know clearly changed narrative directions several times en route from page to screen, even as its accumulated pricey stars who have a tendency to count script pages. The result is a movie that doesn't know what it is exactly.

At its core, How Do You Know has a common enough romcom premise: Nice guy meets girl. Girl's already involved with the wrong guy. All else is a connect-the-dots from nice-guy around wrong-guy to girl.

Except that, with so much high-priced help, there have to be other issues written in. Thus, our heroine Lisa is an Olympic athlete who's dropped from the women's national softball team for being too old. Missing the sole purpose in her life, she's lost her bearings and unwisely falls into bed with a Washington Nationals pitcher named Matty (Wilson). Being a pro athlete, Matty sleeps with a lot of women. (His definition of love is "only wear a condom with other girls" more creepy than funny, but these are the jokes, folks.)

Meanwhile, Frank (Rudd), who's the figurehead CEO for his corporate mogul dad (Nicholson) receives legal notice that he's the target of a federal investigation. He's innocent, but proving it would involve sending his dad to jail. (Dad, in turn, has no such compunctions about his son doing time).

Ipso fatso, Lisa and Frank belong together, because they're both suffering the worst crises of their lives -- one of the most specious reasons to hook-up that I've ever seen.

Like most romcoms, there's a whacky, supportive, scene-stealing best friend, although in this case, it's Kathryn Hahn as Rudd's pregnant and hormonal ex-employee Annie. In the last act, she does give How Do You Know its sole authentic moment.

Which is not the same as a laugh. Despite struggling mightily, How Do You Know is practically devoid of those.

'How Do You Know' raises a lot of questions, none interesting

How Do You Know must have started with a good idea that got lost in the translation from concept to screen.

Director James L. Brooks has made such sparkling adult-oriented romantic comedies as Broadcast News and As Good as It Gets, and played a key role in such game-changing TV shows as The Mary Tyler Moore Show and The Simpsons. But his last effort was 2004's poorly conceived Spanglish.

His latest film does nothing to reverse his creative trajectory or revive our faith in his status as an original chronicler of familiar human foibles. Meant as a comically astute tale of two men and the woman they both desire, How never comes together as a story. Predictable sit-com style vignettes are strung together, connecting a trio of attractive, talented actors (Reese Witherspoon, Paul Rudd and Owen Wilson) and one charismatic superstar (Jack Nicholson). With the Oscar-winning Brooks' pedigree and this strong cast, all the key ingredients would seem to be here for a winningly sharp comedy.

Brooks does weave in occasional moments of clever dialogue, but too often they're pounded home, such as when Rudd asks Witherspoon if she's ever wished she could delete everything she was saying as she said it. She may or may not, but the screenplay could have used some of these instant deletions.

A big problem is that Lisa, Witherspoon's pro softball player cut from the team, is a cipher. She's down-to-earth, liked by her teammates and feels the need to plaster inspirational phrases all over her bathroom mirror. But when it comes to personality, Brooks leaves the audience wondering. And this confusion translates to Witherspoon's performance. She often looks unsure of herself. Her character's blandness is all the more dispiriting because the writer/director has created some of the most memorable, multi-faceted female characters, including Holly Hunter's driven journalist in BroadcastNews and Mary Tyler Moore's endearing TV news producer. Why stint with the Oscar-winning Witherspoon, who is clearly capable of playing more than a pretty face? She showed more depth in forgettable rom-coms Sweet Home Alabama and Just Like Heaven.

The ever-likable Rudd has a slightly more developed role as George, an honest corporate executive with the misfortune of having been raised by a dishonest wheel-dealer father (Nicholson). George is neurotic, but he has reason to be an emotional mess. He's indicted for corporate malfeasance he didn't commit and dumped by his girlfriend at essentially the same time. George and Lisa have a strained first date, when both are at their lowest point, but George falls hard.

Lisa has a one-night stand that becomes a relationship with Matty (Wilson), a womanizing baseball star. He's not a bad guy, but he's definitely a player in both senses of the word, keeping a stash of women's morning-after wear in several sizes as a gesture of thoughtfulness to his revolving door of paramours. Nicholson has never been worse, mugging and flailing his arms as a substitute for acting. His reliable charm, knowing glint in the eye and comic timing are nowhere to be found.

The movie is dogged by an uneven script, sloppily timed quips and sluggish pacing. Emotional realizations feel contrived or overly sentimental rather than real epiphanies.

Robert Pattinson Aches for Reese Witherspoon Under the Big Top

(Trailer) Reese Witherspoon has a choice: Stay with the worst Nazi from Inglourious Basterds so that she can continue to play with the circus animals—or run away with Robert Pattinson.

Let's examine her dilemma.

Set mostly in the 1930s, Water for Elephants--based on the best-seller by Sara Gruen—features R.Pattz as veterinary student Jacob, who quits school after a family tragedy, decides to ride the rails and unwittingly jumps a circus train. There he finds ringleader August, played by Oscar winner Christoph Waltz, and his wife, Marlena, played by a pin-curled Witherspoon.

From the looks of this first trailer, August is a charming but violent guy who ultimately decides that the smoldering lost soul who obviously has bedroom eyes for his wife needs to go.

Hal Holbrook plays the elderly present-day Jacob (look K.Stew, it's your future!), so those who didn't read the book can assume he at least makes it out of the love triangle—and "the most famous circus disaster of all time"—alive.

Water for Elephants is awash in period detail, close-ups of Rob's pretty eyes and Reese's angelic skin, Big Top razzle-dazzle and, unavoidably, plenty of elephant dung.

But only by seeing the movie will we know whether the PattinSpoon combination soars or if the actors really stepped in it.

Star power of little use in "How Do You Know"

A question mark after the titular query is not the only thing missing from "How Do You Know," a low-impact romantic comedy-drama from James L. Brooks in which the central characters are strangely disconnected from one another as well as from the audience.

While not as bad as his last outing, Spanglish, six years ago, it nonetheless shares the same sense of separation from real life, of having been hatched in some L.A. bubble that's raised its drawbridge to the outside world.

The high-pedigree cast will attract a measure of holiday patronage, but ticket sales will fall well short of the old Brooks standard. The Sony film opened Wednesday.

Very attractive sorts who occupy the posher circles of Arlington, Va., just across the river from D.C., the main figures here babble on so incessantly about themselves -- often in psychiatric jargon that suggests either they or their creator have been spending far too much time in the company of shrinks -- that their chatter soon becomes a blur of noise only sporadically worth listening to. Self-absorbed uncertainty is the order of the day, but not in a terribly amusing way.

The promising opening spotlights Reese Witherspoon's Lisa as a star national women's league softball player. Rather than to see her get cut from the team right away, it might have been more engaging to spend the first act watching her in what she doesn't know to be her final season; what this confident, capable woman later fleetingly reveals about her lack of feeling for love and kids is intriguing but makes one wish to have seen her in her prime. But dropped she is, sending the 31-year-old beauty into a downward swirl of not knowing what to do for the rest of her life.

Simultaneously thrown for a loop is sincere, energetic young businessman George Madison (Paul Rudd), who, unaware of having done anything wrong, is stunned to be charged with securities fraud. He's urged by his dad and company boss, Charles (Jack Nicholson), not to overly worry, but his bad news only gets worse, on top of which he's dumped by his girlfriend.

It's Brooks' design, then, that two people who might be right for one another meet at their mutual lowest ebbs. But they don't seem like types well equipped to perform rescue missions from depression, and it's frankly hard to fathom the idea that the seemingly rational Lisa would tolerate a basket case like George; on a dinner date, she creatively suggests that they not talk as they eat, just so they can compose themselves, with the added dividend that the audience is spared more motor-mouthed, over-the-top confessionals for a moment or two.

Providing a radically different option for Lisa is Washington Nationals pitcher Matty (Owen Wilson), a good-times guy with a designer condo and a social life defined by the extensive collection of toothbrushes and pink garb he has available for his stream of overnight female guests. A sweet-natured horndog, Matty so plainly is what he is that it's impossible to begrudge him his habits. When he becomes vaguely serious about Lisa, who superficially represents a good, athletic match for him, even grasping the basic tenets of monogamy proves as difficult for him as learning a foreign language.

So, yes, the title is right, it is difficult to know who and what are best for you, to decide on a mate and what road to take. So what else is new? For George, it's a double crunch; not only does he have to decide that Lisa is worth winning, but how he plays the criminal matter goes to the crux of his relationship with his father.

The problem is that Brooks only reveals, or explores, a fraction of his characters, and only those aspects that can be illustrated by quasi-comic shtick provoked by extreme conditions. The writer-director's sitcom roots show vividly, both in the confessional-mode writing and the prosaic staging. Cinematographer Janusz Kaminski does a real chameleon act here, shooting in a bright, crisp manner closer to '70s TV than to anything he's ever done before for the big screen. Except for the limited location work, the enterprise bears a strong sense of the soundstage.

Suppressing her natural can-do personality, Witherspoon plays a more neurotic and conflicted character than usual for her, but one wishes the writing went far deeper to realistically explore Lisa's uncertainties and mixed emotions. All the same, if not for Witherspoon's radiant, spirited presence, "How Do You Know" would be a difficult sit indeed. The three leading men are all appealing but go easy routes here: Rudd mugs, Wilson preens and Nicholson, sounding quite raspy-voiced, pushes well-known buttons.

Given the familiarity and insularity of the material here, "How Do You Know" suggests that, if there's one filmmaker in Hollywood right now in need of a tour of how the other half lives, a la Joel McCrea in "Sullivan's Travels," it's James Brooks.

Reese Dishes on Love, Rob Pattinson: "Anything's Possible"

Reese Witherspoon and agent beau Jim Toth are one cute couple.

So what's the secret to their red-hot romance?

Don't ask Reese. She says she knows diddly-squat about being in love...

"I'm just old enough to know now that I know nothing," the 34-year-old Oscar winner told reporters last night at the L.A. premiere of her new romantic comedy How Do You Know. "Because I think when you are young you think you know everything and now I have just realized, you know, anything's possible."

And what would her life be these days without a question or two about Robert Pattinson, her costar in the upcoming drama Water for Elephants?

"He was wonderful," said Witherspoon, who was looking quite beautiful in a Zac Posen dress. "He's a really great actor. He just has an incredible work ethic. He works so hard and it was really fun."

Review: Nothing works in 'How Do You Know'

How do you know when a film is horrible? When it's "How Do You Know," it's pretty obvious.

Nothing about this would-be romantic comedy ever gels — neither the romance nor the comedy and, worst of all, not the characters.

Individually likable ordinarily, Reese Witherspoon and Paul Rudd make zero sense together here as a couple. Similarly, the dueling story lines that comprise the script feel slammed together, so the film as a whole never finds a groove — which only accentuates the fact that it's overlong.

Most shockingly of all, "How Do You Know" comes from someone who should know better: writer-director James L. Brooks, who's repeatedly proven himself more than capable of finding just the right tone or the perfectly poignant turn of phrase in films like "Broadcast News," "As Good As It Gets" and his multiple Oscar-winner "Terms of Endearment." Here, everything feels off, as if the lightness required of the genre eluded him. (It is, however, shot flatteringly — the work of frequent Spielberg cinematographer Janusz Kaminski.)

Witherspoon is a beacon of perky determination as Lisa, a longtime professional softball player who suddenly finds herself cut from the U.S. team at age 31. Not knowing what to do with herself now that the thing that defines her has been taken away, she bounces back and forth between Matty (Owen Wilson), a stud pitcher for the Washington Nationals (a bit of casting that isn't believable for one second) and George (Rudd), a corporate executive under federal investigation for financial crimes he didn't commit.

"How Do You Know" similarly bounces back and forth between Lisa's boyfriend confusion and George's attempts to clear his name with help from his extremely pregnant assistant (Kathryn Hahn) and without much help from his short-tempered father, played by Jack Nicholson. The frequent Brooks star, who won Oscars for "As Good As It Gets" and "Terms of Endearment," appears in maybe a half-dozen scenes, tops, and looks completely uncomfortable and uninterested the whole time.

Here, Nicholson doesn't get to have the sort of sweet, you-make-me-want-to-be-a-better-man moment that so often marks Brooks' best work. That responsibility falls to Rudd, whose character tells Witherspoon's that any man who loves her should love her for who she is, just as she is. Trouble is, it's hard to know who Lisa is — she's devoted her whole life to her sport, she has a bunch of little sticky notes all over her bathroom mirror with pat platitudes about character and heart, and that's about it.

Wilson's character, a version of the confident but clueless goofball he so frequently plays, is vaguely more interesting because at least he knows who he is — an arrogant, womanizing jock — and he's comfortable with that. Rudd's George, meanwhile, goes all soft and gooey early and often, falling for Lisa out of nowhere after an awkward blind date. The comic edge that makes Rudd so appealing is gone; it doesn't help his cause that treacly music pipes in every time he says something even slightly meaningful. Because otherwise, how would we know it's meaningful?

"How Do You Know," a Columbia Pictures release, is rated PG-13 for sexual content and some language. Running time: 116 minutes. One star out of four.

Reese Witherspoon is always in the 'Know' about her life

You don't become the queen of romantic comedies without learning a few things about matters of the heart.

Reese Witherspoon, actress and mother of two, is well-versed in the mysteries and mores of love, and she spends hours discussing and debating them with her girlfriends.

"I'm literally the girl who talks constantly about relationships. I hang up with one (friend), and I pick up the phone and call another one. It's an ongoing dialogue all day long," she says. "I don't understand a woman who doesn't talk about love and relationships."

She has been through a divorce (from actor Ryan Phillippe) and breakups (most notably with actor Jake Gyllenhaal), but Witherspoon isn't one to get hung up on past amorous calamities. She views them as life lessons.

"You gotta be glad that you went through them, and you gotta be glad that you learned from them," says Witherspoon, 34. "You gotta learn what you want."

And like so many of the romantically challenged, you have to figure out if he's the one for you. That's the perplexing question Witherspoon toys with Friday in How Do You Know, a rom-com with the actress playing a past-her-prime softball pro who gets cut from Team USA and finds herself torn between two guys: a self-absorbed jock (Owen Wilson) and a somewhat neurotic businessman (Paul Rudd). But unlike Witherspoon, who exudes certainty and self-assurance, the character of Lisa is a romantic naïf.

"She's not very good at articulating her feelings. She's never been in a serious relationship. She's almost an innocent," says Witherspoon. "She doesn't care if (men) call her back if she slept with them. She's having sex for fun and sex for sport."

So in that way, she's loose and easy, just like Witherspoon? The actress, who is not exactly known for any public sexual peccadilloes, doesn't miss a beat. "Trust me, that's the quote I need to have picked up everywhere!" she says with a laugh.

That incisive wit, coupled with her grit and spunk, was what enamored writer/director James L. Brooks, who wrote the part with Witherspoon in mind. Having her portray an athlete, he says, was a metaphor for what it means to be a woman today.

"It's how strong women have to be in dealing with life," Brooks says. "You have to be soft but also tough. Reese has that strength. She's very strong and has everything else going for her. She's been doing it since she's a kid and has discipline. She's a real pro."

Witherspoon trained with softball players for three months, five days a week, to nail Lisa's physicality — like her clunky walk and awkwardness in high heels — and mannerisms. "And there's 20 seconds of softball in the movie," Brooks sums up. "There's nothing she can't take on."

McG, who directed Witherspoon in the upcoming action flick This Means War, goes further, saying that Witherspoon's allure is universal — a rarity among her peers.

"She brings intelligence, sass, humor and beauty. It's the multidimensional approach that's so appealing to men and women," he says. "She's the true embodiment of 'lit from within.' You can't fabricate that. It's impossible to do anything but fall in love with Reese Witherspoon."

Indeed, some stars are less-than in person — they're paler, more wan, muted and less attractive versions of the red-carpet gods and goddesses gawked at in magazines. Not Witherspoon, who oozes confidence and self-awareness, plus a vivacious charm. "She's really funny and dry and thoughtful and subtle," Rudd says. "She's aware of everything. She doesn't miss a beat."

Life isn't all about acting

Witherspoon knows how to play to her strengths. She has balanced prestige with popcorn, earning a best-actress Oscar as June Carter Cash in 2005's Walk the Line while also cashing in at the box office as Elle Woods in the Legally Blonde flicks. According to Forbes, Witherspoon earned $32 million from June 2009 to June 2010, second only to Sandra Bullock. She runs the production company Type A Films, which she started a decade ago, and has, among others, the film version of Robert Goolrick's A Reliable Wife in development for Sony. And she's still one of the few sure things in Hollywood: Her last major release was 2008's Four Christmases, which raked in a very festive $120 million domestically.

Off-screen, too, the mom to Ava, 11, and Deacon, 7, is a blend of dazzle and relatability. Witherspoon, who hails from Tennessee, is exceedingly courteous and polished. "She's a good person, and she has those Southern manners," Brooks says.

That genteel exterior and her dazzling grin belie a shrewd businesswoman. McG calls her "literate and street-savvy. She comes from a very academic background, and she's as smart as a human being can be."

But she's no Steve Jobs, Witherspoon insists. "I'm really not assertive. I'm not awesome at business, either. I'm learning to get better. I'm just very conservative and afraid everything is going to go away."

The reality that Hollywood doesn't exactly embrace wrinkles isn't lost on the fresh-faced Witherspoon, who's active as a producer and hopes to direct one day because she's aware that there may be an expiration date to what she does for a living.

'We're all just people'

"As an actor, you think about that a lot, especially as a woman. It's very important to cultivate a personal life that you're just as interested in as your work life. Hopefully you'll hang around like Meryl or Diane Keaton or Annette Bening. I think about that, and I think it's important to have a lot of different interests in life."

At that, Witherspoon has also succeeded. Ask her, and she'll tell you that she's a homebody who puts dinner on the table — stews and roasts are her specialty — and likes nothing more than losing herself in a page-turner, including The Passage by Justin Cronin and David Sedaris' Squirrel Seeks Chipmunk: A Modest Bestiary, plus the Twilight books.

For Witherspoon, civility means keeping parts of her personal life to herself. She handled her 2007 divorce from Phillippe with grace and restraint, barely discussing it in the press and focusing instead on her movies and raising her children. She's open, to a point.

"I don't have anything to hide. I don't feel shame or embarrassment for the things I've gone through," Witherspoon says. "What experience have I had that millions of other women haven't had? And men, too. There's nothing rarefied about my experience. We're all just people."

Her son and daughter, says Witherspoon, keep her young. They play electric guitar — the White Stripes are a favorite — and dance around the house. Kids? She'd like a few more. Matrimony, she's not so sure about.

"I don't think about the marriage thing as much. But it would be nice. I believe in it. I really do. It kind of redefines itself for you. I'm more clear, or realistic, about what it is."

She's equally thoughtful and circumspect about her current boyfriend, agent Jim Toth. Asking about him elicits a sunny grin from Witherspoon.

"I'm definitely happy. I'm happy with all the experiences I've had. I've learned what I don't want. I've probably gotten closer to what I do want. It's good.

"The best barometer is your friends. I have no perspective. Somehow when they say it to me, I feel happy. My mother said, 'You seem like your old self.' Where did I go to? Where have I been?"

Balancing act, with no fanfare

In addition to War, Witherspoon has the film version of Water for Elephants in the can and several projects in various stages of development. She'd like to work with David Fincher, Alfonso Cuaron or Quentin Tarantino, but she's honest about her struggle to balance filmmaking with the reality of raising two kids.

"Sometimes my children (ask), 'Why weren't you in school?' I have such guilt about it. It's terrible. (I tell them), 'I know it's hard to be without your mom sometimes or I can't be room mom or go on all the field trips, but when you go to college and out into the real world, most people will have that experience,' " Witherspoon says. "Actually, their mothers probably worked longer. My mother worked all day and all night, and every weekend, as a nurse. My mom always said, 'Your job is your life insurance.' You can't depend on anybody but yourself. I don't know what I would have done if I didn't have my job."

So if you're expecting a tirade about the price of fame, look elsewhere. Witherspoon raises her eyebrows and gives a little half smile. "I'm lucky, man. I know what the alternatives are."

Witherspoon rejects superhero roles

Actress Reese Witherspoon has ruled out ever starring in a superhero movie because futuristic films have no roles suitable for women of her age.

The Hollywood star admits the movie industry has changed drastically in the last few years and become more sci-fi orientated but she has no intention of trying her hand at that genre.

She tells Entertainment Weekly, "The movies that are being made feel different. There are a lot of really, really, really big movies about robots and things - and there's not a part for a 34-year-old woman in a robot movie.

Witherspoon admits the shift in popular genres has prompted her to be more selective of the projects she takes on, but she insists her children Ava and Deacon keep her more than busy when she's not working on a movie.

She adds, "I also have kids, so when I'm not working, it's not like I'm sitting around doing nothing. I'm taking care of two kids who are rapidly growing up in some bizarre time warp. I mean, somehow I now have an 11 year old!"

Witherspoon film budget extravagant

Filmmaker James L. Brooks doesn't work often, and he doesn't work fast.

But when he does work, he commands a budget as spectacular as his output ("Terms of Endearment," for which he received producing, directing and writing Oscars). While many studios are shying away from star-driven adult comedy-dramas, Sony approved a lavish budget for "How Do You Know," Brooks' first directing effort in six years.

The film, which centers on a love triangle, cost $120 million to make, though tax rebates from Pennsylvania and Washington, D.C. reduced the tab to about $100 million.

One reason for the price tag is old-fashioned salaries for the picture's talent: Reese Witherspoon ($15 million), Jack Nicholson ($12 million), Owen Wilson ($10 million) and Paul Rudd ($3 million). Brooks will earn about $10 million plus a share of any profits for writing, producing and directing. That's about $50 million for the major talent alone.

The cost also was high because of the time the 70-year-old filmmaker devoted to production and postproduction, and his decision to reshoot the beginning and end. "He's slow and meticulous," a person familiar with the production says.

Another challenge: "How Do You Know" opens next Friday against "Tron: Legacy," "Gulliver's Travels" and "Yogi Bear."

"That's a big weekend," sighs a talent representive with a client in the film.

Brooks' 1997 holiday release "As Good as It Gets" rode Oscar buzz to $314.2 million worldwide, but his most recent December effort, 2004's "Spanglish," fizzled. "They thought it would do a couple hundred million worldwide," a source says. "It did $55 million all-in."

But Sony hopes "How Do You Know" will perform like "It's Complicated," an $85 million-budgeted picture from Nancy Meyers. The Universal film pulled in nearly $220 million worldwide last winter.

Reese Witherspoon: I Google Myself When I'm Feeling Really Crappy

Add Reese Witherspoon to the list of stars who admit to Googling themselves.

But not all the time. "Only in very, very dark moments—moments of pure self-loathing—do I type my name into Google," the actress spills to EW.

That takes balls, but Reese is prepared for it: "I know what I'm in for. You never read anything positive...You're fat, you're ugly, you're tired, you're worthless, you don't have a career anymore, you're a bad actor. It's just an affirmation of every horrible feeling you have about yourself."

Ouch. So how does the star manage to peel her eyes away from the computer monitor?

"Fortunately, most of the time I'm busy enough that I don't have time to type my name into Google."

Whew. Thank god for work!

Reese Witherspoon Reveals Her Pet Peeve on a First Date

She may be happily keeping company with agent Jim Toth now, but Reese Witherspoon still remembers her share of bad dates.

"I had someone correct my grammar on a blind date once, and I knew within the first 10 minutes that the date was over," the Walk the Line Oscar winner, 34, said at a press gathering for her new movie, James L. Brooks's How Do You Know, opening Dec. 17.

Even worse, "I don't even remember what I said – I probably said 'ain't.' " But the lesson she wishes to pass on: "Just don't correct my grammar. I'm from Tennessee. I probably say everything wrong."

Onscreen, she's caught in a love triangle with Paul Rudd and Owen Wilson. But off-screen, Witherspoon's life is a lot less complicated.

The mother of kids Ava, 11, and Deacon, 7 (with ex-husband – they split in 2007 – Ryan Philippe) has been dating Toth since January, and recently brushed off engagement rumors.

"I have two kids," she said. "I have a very sort of settled down life."

Reese Witherspoon Shares Her 'Star' Moment with Her Kids

When Reese Witherspoon received her coveted star on Hollywood's star-studded Walk of Fame Wednesday, she had a little support from her two favorite costars: her kids, Ava, 11, and Deacon, 7.

The Walk the Line Oscar winner, 34, is star No. 2,425 to receive the honor, and James L. Brooks, who wrote and directed Witherspoon's latest movie, How Do You Know, introduced the actress to the crowd gathered on Hollywood Boulevard, reports the Los Angeles Times.

Also joining in to mark the moment: Bruiser (not pictured), Witherspoon's canine costar from Legally Blonde.

Witherspoon posed for pictures while her boyfriend, agent Jim Toth, kept her parents company in the audience.

Official "star" status aside, Witherspoon's kids – from her marriage to ex-husband Ryan Phillippe – see her as a "regular, embarrassing old mom."

"Realizing you're not anything special to the kids is always a great sort of reminder that you're just a regular person," she told Parents magazine in February 2009. "They know what I do for a living – that I'm an actress – but they haven't seen any of my movies yet."

Oscar-winner Reese Witherspoon gets Hollywood star

Oscar-winner Reese Witherspoon has been saluted with a star on Hollywood Boulevard.

The "Walk the Line" actress unveiled her Hollywood Walk of Fame honor on Wednesday outside the W Hollywood Hotel. It's the 2,425th star dedicated on the celebrated avenue.

The ceremony was designed to coincide with the Dec. 17 release of Witherspoon's latest movie, "How Do You Know," co-starring Paul Rudd and Owen Wilson, and written and directed by James L. Brooks.

In 2006, Witherspoon won the best-actress Academy Award for her portrayal of June Carter Cash in "Walk the Line."

Her credits also include "Pleasantville," "Cruel Intentions," "Sweet Home Alabama" and "Legally Blonde."

You Can Walk All Over Reese Witherspoon

From The Man in the Moon to a star on the street.

Reese Witherspoon received the 2,425th star on the Hollywood Walk of Fame today in honor of her Oscar-winning movie career, which started in 1990 with an open casting call for the tear-jerker coming-of-age drama Man in the Moon.

"What I understand now, after 20 years of making movies, is that the achievement is being part of a community of people—often who have done this for generations—who are the best at what they do," the 34-year-old actress and Glamour cover girl said.

With Reese were her kids, Ava and Deacon, and filmmaker James L. Brooks, who just directed her in How Do You Know—out Dec. 17, natch.

Also sniffing around the ceremony was the chihuahua who played Bruiser, Reese's closest companion in Legally Blonde.

Reese Witherspoon: 34 and Feeling Sexier Than Ever

With 25 films and an Oscar under her belt, not to mention two adorable children, Reese Witherspoon is proving that things only get better with age. Decked out in a Burberry Prorsum dress, Neil Lane bracelet and Shery Shabani for Fragments necklace on the January cover of Glamour, the actress, 34, says she has never felt better. “I think as a woman, you get older, you feel more confident in your sexuality. You’re not as intimidated by it, not as embarrassed by it,” she tells the magazine. “I am calmer; I know who I am. And as a result, I feel much sexier.” And while her stunning spread, where Reese dons everything from a chic L’Wren Scott jacket and on-trend Current/Eliot Jeans to a Giles dress and Christian Louboutin heels, is proof enough that age is just a number, the actress also reveals that she isn’t threatened by younger starlets. “There’s always going to be somebody younger or sexier. That’s why I like to say, and it’s become my famous line, ‘Funny doesn’t sag.’” To hear more from Reese on kids, romantic comedies and women in Hollywood, visit Glamour.com or pick on the January issue on newsstands Dec. 7.

Reese Witherspoon: Dating Nonactors Is Way Better Than the Jake and Ryan Circus

Dating celebrities is so overrated.

At least for Reese Witherspoon, who dishes about her love life in the latest Glamour.

The January cover girl tells the fashion mag, "It's very comfortable to be with somebody who understands my career, but doesn't do what I do."

Take that, Ryan Phillippe and Jake Gyllenhaal!

But the actress adds, "I don't want to disparage any of the other relationships that I've had that were meaningful and wonderful"—because she's just nice like that.

Reese is happily dating Hollywood agent Jim Toth and is more content and confident than ever, especially with her sexuality: "Sexuality and femininity is an accumulation of age and wisdom and comfort in your own skin. I feel better—so much better now than I ever did in my twenties. I am calmer; I know who I am. And as a result, I feel much sexier."

That would explain the vampy cover. Usually the adorable actress is working the perky, America's sweetheart angle, but not this time—Reese is smokin' in a Burberry dress with leather straps, chunky jewelry, fishnets and tousled hair.

What do you think of this sexier side of Reese?

Sightings

Despite the haunted house setting and all the costumes, there was no disguising the affection between Reese Witherspoon and agent beau Jim Toth. The pair hung out at a Creative Artists Agency Halloween bash at a private home in L.A., and they were "being adorable and affectionate," a guest says. The couple drank Don Julio margaritas throughout the night and chatted with Toth's work friends, though they were never far apart. As for their costumes, Witherspoon was dressed as a Harajuku girl while Toth dressed like a punk.

Reese Witherspoon and Jim Toth Are Not Engaged - Yet

Despite reports suggesting the couple are ready to take their relationship to the next step, the actress's rep tells PEOPLE, "They are not engaged."

The couple, who began dating in January, have been dividing their time between Los Angeles and Vancouver in recent months while Witherspoon films This Means War in Vancouver.

"Jim knows Reese is the one for him. It's what he's been waiting for," says a source. "[Getting engaged] is a natural step for them but they're not in a rush. There's no deadline, no timetable. But it's something in the future."

Sightings

Before getting busy on the downtown Vancouver set of her new movie This Means War, Reese Witherspoon was exploring the city. The actress caught up with friends over brunch and also went shopping on the trendy Robson Street.

Sightings

Talk about supportive! Reese Witherspoon stepped out to the star-studded Livestrong Foundation event at Smashbox Studios in Hollywood. The event was hosted by her boyfriend Jim Toth, who munched on Fatburgers, while Witherspoon bid on some artwork. "Reese was so happy to be there," a source says.

Reese Witherspoon Cuts Loose, Smooches New BF-in Public and Everything!

Reese Witherspoon and agent boyfriend Jim Toth didn't pose for photos together at the charity event he hosted last night, but they couldn't hide their affection inside.

Maybe because it was their first public event together as a couple?

Reese walked the carpet solo at the Art Mére Art Pére benefit for Livestrong foundation, and then joined Jim inside. The normally buttoned-up actress then cut loose, dancing and even kissing her beau:

After an introductory speech at the soiree, there was a dance performance in the center of the room. Reese clapped and danced on the sidelines, with Jim standing right behind her, and eventually got in the middle of the room to show off her moves!

After her impromptu show, Jim kissed her in front of the crowd. "She looked really happy, and he seemed so in love with her," one guest told me.

The actress also showed her support during the silent auction part of the evening, bidding on multiple pieces of artwork, including one that cost $5,000.

Jon Hamm and Jennifer Westfeldt also made an appearance, but called it an early night after the Mad Men actor bid on a painting.

Partygoers sipped Corzo tequila and took home Sprinkles cupcakes. But did Reese bring home something even sweeter? Can she and her industry boyfriend go the distance?

Sightings

After jogging with boyfriend Jim Toth, Reese Witherspoon and her man sat down to a healthy Japanese lunch at Sugarfish in Brentwood, Calif., along with a male friend. "Reese was very bubbly throughout lunch and she was also very flirty with Jim," an onlooker says. Next, the couple escaped to an Ojai, Calif., ranch with kids Ava and Deacon. The four shared a casual pizza lunch, then Witherspoon let her kids spend some alone time with Toth while some shopping at Treasures of Ojai. "Jim was great with Ava and Deacon," the onlooker says of the antique store visit. "Both kids seemed very happy and comfortable."

Celebrity Cancer Survivors Sign On to Stand Up

Stand Up to Cancer's megafundraising television event is going to be star-studded.

The telethon, taking place Sept. 10, will include a mix of Hollywood celebs, athletes and journalists...

Joining them for the big night will be Reese Witherspoon, Queen Latifah, Laura Linney, Seth Rogen, Sally Field, Terrence Howard and even the Simpsons.

Executive produced by Laura Ziskin, the program will be hosted by Katie Couric, Diane Sawyer and Brian Williams and will be telecast live without commercials on our very own E!, The Style Network and G4 as well as ABC, NBC, CBS, Fox and HBO, among other channels.

Sightings

After a visit to Nashville, where they enjoyed a down-home meal, Reese Witherspoon and beau Jim Toth continued their family time, stepping out for a church service with her kids Ava and Deacon in Culver City, Calif.

Reese Witherspoon's Latest Love Triangle

(Video) How do you know Reese Witherspoon is one lucky leading lady? The actress, 34, is adding two more polished actors to her repertoire of hunky male costars – Owen Wilson and Paul Rudd.

In her latest rom-com How Do You Know, which hits theaters in December, Witherspoon's character is caught in a love triangle. She plays a professional softball player who can't decide who to love or how to live her life. "Most girls' plan is to meet a guy, love, have a baby," she says in the trailer, "but I don't know if I have what it takes for everybody's regular plan."

She'll have to choose between her sweet-but-slow baseball player beau (Wilson) and the unexpected bad boy (Rudd), who is the subject of a federal investigation.

Reese Witherspoon and Jim Toth 'Happy the Way Things Are'

"Not true. Period," the actress's rep tells PEOPLE about a report the couple is seeking premarital counseling.

For now, adds a source close to the pair, the two are "both happy with the way things are."

Instead of thinking about nuptials, the Oscar winner and her agent beau of seven months have been interested in Nashville. The duo enjoyed a cozy down-home meal at Music City's Loveless Café with her mom and kids, Ava and Deacon, before dropping by another local eatery on Monday.

Witherspoon, a cashier at that restaurant, the Pancake Pantry, tells PEOPLE, was "very, very nice" to the staff when she stopped by for lunch and gave Toth a quick goodbye kiss before they left and went their separate ways.

"Jim has had business in Nashville before," says a second source, "but this was nice that they were there together."

Sightings

Reese Witherspoon, having a down-home meal at Nashville's Loveless Café with her mom, kids Ava and Deacon and boyfriend Jim Toth. According to a source, Toth caused a "flutter among the waitresses" because of his good looks. Witherspoon ordered a two-piece dark fried chicken dinner with green beans and a side salad, opting to finish off her meal with key lime pie. "They just seemed like a down-to-earth family getting together for dinner," a source says.

Witherspoon moving from June Carter to Peggy Lee

Reese Witherspoon is working her way through the classic American songbook.

The actress, who won an Oscar in 2005 for portraying June Carter in "Walk the Line," is pulling together an untitled biopic about Peggy Lee with writer-director Nora Ephron, reports Variety. Though Witherspoon is still negotiating to star, she is producing the Fox 2000 project with Marc Platt.

Witherspoon secured rights to the vocalist's life from the Lee estate and brought the project to the studio. She then approached Platt, who produced the "Legally Blonde" movies, and Ephron, who counts herself a major fan of Lee's music.

Lee, who got her start in the 1940s singing for Benny Goodman's band, went on to record popular jazz-influenced albums and compose for film soundtracks. She appeared in the 1953 movie "The Jazz Singer" and the 1955 musical "Pete Kelly's Blues," which earned her an Oscar nomination for best supporting actress. Her songwriting and voice-over contributions to Disney's 1955 film "Lady and the Tramp" eventually led to a lawsuit that won her video tape royalties decades later.

Witherspoon's last live-action role was in the 2008 comedy "Four Christmases." She returns to theaters in December with the James Brooks film "How Do You Know." Ephron last wrote and directed "Julie & Julia."

Sighting

Taking a break from filming Water for Elephants with Robert Pattinson, Reese Witherspoon spent the Fourth of July on the beach in Malibu, Calif., with steady beau Jim Toth and kids Ava and Deacon. Also joining the party: Sean Penn and Tim Robbins. "Reese and Jim acted very loving towards each other," an eyewitness tells us, adding, "Jim looked very comfortable around Reese's friends and they all seemed to love him."

30 to be honored in 2011 on Hollywood Walk of Fame

Oprah Winfrey, Penelope Cruz, will.i.am and The Muppets are among the latest celebrities to be immortalized with a star on the Hollywood Walk of Fame.

The 2011 honorees were announced Thursday by the Hollywood Chamber of Commerce.

Thirty new stars will be unveiled in pink-and-black terrazzo, with recipients from movies and TV including Gwyneth Paltrow, Donald Sutherland, Reese Witherspoon, Danny DeVito and Tina Fey.

Sighting

Friendly exes Reese Witherspoon and Ryan Phillippe spent the morning together at daughter Ava's equestrian competition in Pacific Palisades, Calif. "Reese and Ryan seemed to get along fine and Ava looked very excited to have both of her parents attending the competition," an onlooker says. After she received a championship ribbon, Ryan and Reese both showered their daughter with praise.

Woody Allen has interest in Blanchett, Witherspoon

A note to Cate Blanchett and Reese Witherspoon: Woody Allen has his eye on you.

"These are two actresses that I would like to work with, because I think they're both very talented," Allen said at the Cannes Film Festival, where his latest tale "You Will Meet a Tall Dark Stranger" premiered Saturday. "But I don't know them. I've never had the opportunity to speak with them."

Allen tossed out the two names to reporters when asked what actors he would like to cast. He missed Blanchett by only a couple of days: she was at Cannes Thursday for "Robin Hood," in which she stars with Russell Crowe.

Reese Witherspoon & Jim Toth Cheer On Soccer Star Deacon

Reese Witherspoon and Jim Tothwent from casual to formal on a busy Mother's Day weekend – taking in Reese's son Deacon's soccer game in L.A. on Saturday before celebrating Tom Hanks's son's wedding that evening.

"Reese can't stop gushing about how special Jim makes her feel and how great it is to have him around her kids," says a source. And their body language showed it!

The couple, in baseball hats and sunglasses, were all smiles – the norm in their relationship, evidently – as they cheered on Deacon, 6, and his Panthers at the Recreation Center in Brentwood, Calif. And, according to an onlooker, after the game, "Deacon came running over to Reese and Jim and they both looked very proud."

Later, they upgraded to wedding attire and joined Tom Hanks, Rita Wilson and their 150 guests for Colin Hanks's nuptials with publicist Samantha Bryant on the roof of the London Hotel in West Hollywood.

According to an eyewitness, "Even during the ceremony, Reese and Jim could barely keep their hands off each other. Jim had his arm around Reese and Reese kept leaning in to kiss him. ... The couple looked beyond happy together."

Witherspoon and Toth, who've been linked since February, have been making a habit of weekend celebrations – having also helped Jennifer Garner ring inher 38th birthday last month.

Hard as it may be to believe, this week's People magazine actually had two cover stories. We know, shocking.

The first, well, if you don't already know, then congratulations on finally managing to get out from under that rock. The second, well, it's all about the pretty.

That's right, People has unwisely chosen today to unveil the aesthetically pleasing crop of superstars that make up this year's list of Most Beautiful People, with the much coveted cover shot going to Sandra Bullock Angelina Jolie Halle Berry Julia Roberts, her fourth such time as the Most Most Beautiful Person.

She's called a Pretty Woman for a reason, folks. And it's not just because it makes for a good pun. Of course, she's not alone in the genetic winners' circle, getting joined this year by everybody's favorite sparkle vamp Robert Pattinson, Kristen Stewart (they're kind of a set), Jennifers Aniston, Garner and Lopez, Jake Gyllenhaal, Zoe Saldana, Scarlett Johansson, Bradley Cooper and the dreamiest, wittiest deodorant hawker out there, Isaiah Mustafa, to name a few. Now here's the rest:

As for the fellas, Ryan Reynolds, Johnny Depp, front-sweeper extraordinaire Justin Bieber and Grey's Anatomy hunks Patrick Dempsey and Kevin McKidd also made the cut.

Among those forced to bear the title of Hot: our own Kim Kardashian and Kendra Wilkinson made the cut. They're joined by Glee's Dianna Agron, Adam Lambert, Christina Hendricks, Gabourey Sidibe, Kelly Osbourne and Miley Cyrus.

The magazine's round-up of Beautiful at Every Age is where K. Stew makes the scene, and she's joined by...well, just about every hot young star you can think of (hey, every year has a publicist-appeasing catch-all category, and this is 2010's).

Oddly absent from the list—or at least from the online preview of the list—is Sandra Bullock, but we're guessing (hoping) that the magazine's editors didn't want to oversaturate the market. We're sure she'll make the cut when the issue hits newsstands this week...right, People?!

The weekend of celebrating actually started on Friday, when Garner and older daughter Violet, 4, devoted part of the afternoon to pampering mother-daughter pedicures at Lemon Nails & Spa in Pacific Palisades.

Have Reese and Ryan Hooked Up Since His Split With Abbie?

In some sort of fantasy land, Britney Spears and Justin Timberlake would reunite, Jessica Simpson and Nick Lachey would be celebrating their eighth year of marriage right now and Reese Witherspoon and Ryan Phillippe would be living happily ever after.

Alas, that's not reality.

But the people who live in that fantasy land still give Phillippe a hard time and he's really sick of it, he whined to Howard Stern on Sirius XM radio yesterday.

"I've been dumped on in the press for relationship stuff since Reese and I divorced," he complained. "I'm tired of getting s--t on. I don't feel like I deserve it. Things happen!"

He finds it especially annoying given the current state of their relationship…

"It's gotten to a place where we're great friends and great coparents," he said. The former couple have two kids, Ava, 10, and Deacon, 6.

They even cry on each other's shoulders now.

"After I had my breakup, she called, and after she did, I called," he admitted.

But this was Howard Stern's show, so, needless to say, the question of consoling each other in manors not including the telephone was asked. You dreamers should know "that hasn't happened."

As for Ryan's more recent breakup with Abbie Cornish, the actor is less than pleased with the way things played out...at least in the media.

"I have a new rule not to date anyone who has a publicist," he declared bitterly, explaining that he didn't expect a public statement to be released following their private decision to part ways. "Who announces a breakup? I don't understand that! There's no need for that."

Ryan also swore he isn't hooking up with Lindsay Lohan, Selita Ebanks or Simpson and called himself a "serial monogamist."

Hmmm...maybe there's hope yet.

Reese Witherspoon and Jim Toth's Easter Weekend

Reese Witherspoon and new guy Jim Toth were counting their blessings over the weekend as they celebrated Easter together with her two children.

The pair attended a church service in Los Angeles with Witherspoon's daughter Ava, 10, and son Deacon, 6, over the holiday weekend.

"They seemed really happy and at ease out in the open as a couple," a source tells PEOPLE. "They were all dressed up for [service] and looked festive. Jim seemed to be there to support Reese and spend time with her and her kids."

Witherspoon and Toth, who have been linked since February, recently celebrated her 34th birthday with a romantic weekend getaway in Ojai, Calif.

Witherspoon won't be seen in a movie again until December, when the James L. Brooks romantic comedy How Do You Know is released – costarring Jack Nicholson, Owen Wilson and Paul Rudd.

The actress plays a pro softball player, and reportedly spent a year doing three-hour daily workouts to prepare for the role.

Reese Witherspoon's Birthday Getaway with Jim Toth

Reese Witherspoon looked relaxed and happy as she celebrated her 34th birthday with her new man, Hollywood agent Jim Toth, on a low-key visit to Ojai, Calif., this weekend.

Smiling, holding hands and sporting baseball caps and sunglasses, the couple were spotted on Saturday at a farmer's market in Ojai, which is in Ventura County, near Santa Barbara.

Witherspoon, whose actual birthday is Monday, has been linked to Toth, 39, since early February. She and Jake Gyllenhaal quietly split in December.

The quiet weekend was in contrast to the Oscar winner's 33rd birthday, when she was feted with a surprise birthday party at the Los Angeles premiere of Monsters vs. Aliens.

Witherspoon: First lady is DC's top fashionista

WASHINGTON – Actress Reese Witherspoon says her "Legally Blonde" character Elle Woods has been ousted as the most stylish woman to come to the nation's capital by first lady Michelle Obama.

Speaking Wednesday at a ceremony where Mrs. Obama and Secretary of State Hillary Rodham Clinton presented the annual International Women of Courage awards, Witherspoon jokingly complained that Woods, the bubbly blonde from Los Angeles who discovers her inner strength at Harvard Law School and then takes on Washington politics, no longer held that title.

"As an actress, I have always sought out roles that portrayed women as strong and powerful, such as Elle Woods, who was in the 'Legally Blonde' movies," she said to laughter from the audience in an ornate State Department reception room.

Woods, she said, "happened to be the biggest fashionista who ever came to Washington until Michelle Obama. Thanks a lot."

Clinton then introduced Mrs. Obama as "stylish," and the first lady returned the compliment to the entire crowd, saying: "You all look fabulous."

Witherspoon was at the ceremony as a global ambassador for the Avon Foundation, which supports breast cancer research, anti-domestic violence programs and women's empowerment projects. On Wednesday the group announced a $500,000 contribution to the State Department's Fund for Global Women's Leadership.

Reese Witherspoon's Date Night

Reese Witherspoon and Hollywood agent Jim Toth are not "exclusive," according to a source, but they do seem to be enjoying each other's company.

The pair shared an intimate dinner Wednesday night at the low-key Pace restaurant in L.A.'s Laurel Canyon. Witherspoon, 33, and Toth, 39, settled into their table for a late meal and some alone time – but kept it PG-rated.

"There was no major PDA," says a source.

Another eyewitness says the couple seemed at ease together when they left the restaurant. "Reese looked very cute and casual in jeans with black boots. She was in the best mood ever and would not stop laughing," says the observer. "It was very obvious that Reese likes Jim and the two had great energy together."

When they got into his car, "Jim seemed protective of Reese and made sure that she got into the passenger seat safely," adds the observer. "They kept laughing as they drove [away]."

The actress and agent have been quietly dating, but are taking it slow, PEOPLE reports in the new issue. "Reese genuinely seems content with life right now" says a source.

Kids' Choice Award Nominees

23rd Annual Nickeolodeon Kids' Choice Awards will be given out March 27 in Los Angeles.

McG headed to "War" with Reese Witherspoon

Bradley Cooper is attached to star in the tale of best friends who are also spies and fall in love with the same woman (Reese Witherspoon). The men's bond disintegrates, and their ensuing battle escalates.

The move seems to get the long-gestating project on track. The studio picked up the script in 1998, with the project seeing its share of producers, directors (including Gore Verbinski) and stars (Martin Lawrence) come and go.

McG's schedule opened up when Disney pulled the plug in November on the remake "20,000 Leagues Under the Sea: Captain Nemo," which he had been readying.

McG -- whose real name is Joseph McGinty Nichol -- most recently directed the sci-fi action tentpole "Terminator Salvation." His other credits include the two "Charlie's Angels" movies, which blended action and comedy, as well as the true-life drama "We Are Marshall."

After greeting each other with a hug and settling into a corner table, the pair "were very flirtatious throughout dinner," says a fellow diner. "They were having a lot of fun, totally getting along and laughing and talking the whole dinner. Reese seemed very happy. She was smiling all dinner. The mood was upbeat and really good."

After the nearly two-hour meal – for which Toth picked up the tab – the couple walked outside and parted ways around 11 p.m. "Reese reached around his neck and pulled him close for a hug," says the onlooker. "They kissed bye on the cheek – but it was a very friendly goodbye."

Witherspoon is a CAA client, and a source close to the actress maintains the night out was just business. But a friend of Toth's says the evening was "a date," though "nothing serious." The handsome agent is known as a ladies' man: "He's enjoying the single life," says his pal.

Which likely suits Witherspoon just fine. "Reese is in a good place," a friend told PEOPLE at the time of her split. "She's doing things for her these days. She's married to her kids right now, and they're honestly her first love."

Hope For Haiti

Making Connections: Before the show started, early arrivals Reese Witherspoon and Julia Roberts were deep in conversation when Drew Barrymore came over to join them before all three women took their seats at the phone bank.

After-Party: For many of the stars, the fun continued at L.A.'s Tower Bar at the Sunset Tower Hotel where Clooney, DiCaprio, Witherspoon, Daniel Craig, Kid Rock, Aniston and Gerard Butler stopped by for some dinner and cocktails after the telethon. "Everyone seemed really happy, almost giddy," an onlooker tells PEOPLE. "They were obviously celebrating the huge amount of money that they raised, and cutting loose at the same time."

Sighting

They may have split, but Jake Gyllenhaal and Reese Witherspoon agree about one thing: They both still like Lamill, a coffee house in Los Angeles's Silver Lake neighborhood. On Sundsay, the actor brought his dog Atticus to meet a friend for coffee on the patio, while Witherspoon brought her kids Deacon, 6, and Ava, 10, the next day to have lunch with a girlfriend. "They were sitting inside, eating, laughing over lunch," an onlooker said, "It looked she's a doting mom who didn't have a care in the world."

Reese & Jake: Life Goes On After Split

A source tells us the Oscar winner plans to spend time skiing out west with friends along with her kids.

So where's Jakey? Not exactly sitting home pining away for his former girlfriend…

Gyllenhaal joined the star-studded crowd who braved the New York City blizzard on Saturday night to pop into the Thompson Smyth Tribeca hotel, where Justin Theroux, Mark Ronson and Scott Campbell hosted a holiday party benefiting God's Love We Deliver.

"Jake hung out with the guys all night," a source said. "He seemed in good spirits. He and Matt Dillon chatted for a good portion of the night and were laughing at each other's stories."

Reese Witherspoon & Jake Gyllenhaal: It's Over!

Reese Witherspoon and Jake Gyllenhaal know how to quit each other.

The couple is no longer together.

Sources confirm that the two decided to end their relationship about two weeks ago. People magazine actually reported the split back then, but reps for both stars insisted they were still very much in love.

Reps are not commenting this time around.

"They needed time to figure it out and they were on different coasts," a source says. "When they were finally together, they talked it out and decided they're not going to be together anymore."

One source insists it's completely amicable. "There are no other people involved," the source said. "The relationship just ended. It just fizzled. But they also wanted to be careful and private about it because of Reese's kids."

Our source also shot down recent reports claiming that Gyllenhaal was planning on popping the question. (FYI: Gyllenhaal seemed perfectly happy when we saw him just three days ago at Spike TV's Video Game Awards in downtown L.A.)

Gyllenhaal, who will turn 29 on Saturday, and Witherspoon, 33, never talked publicly about their romance. Unless you count gushing over Jakey's kitchen skills.

"Jake is a great cook," the Oscar winner told InStyle magazine in October. "He does a lot. We spend the weekends outside L.A, in Ojai, where I have a farmhouse. We have chickens and we grow cucumbers and tomatoes. I love it."

Earlier this month, Gyllenhaal made headline news when he used the g-word while promoting his new movie Brothers.

"I've learned so much from the kids in my life, and somehow they just become the center of your life and the way you look at things," he reportedy told Grazia Australia. "Obviously I exist in my girlfriend's world and my sister's world in a different way, but it's opened my heart and I feel much more grown up and want to be grown up as a result of it."

Even though they had no scenes together in the 2007 drama Rendition, they apparently fell for each other while making the movie.

Reese Witherspoon Returns to Los Angeles

And she's back!

A solo Reese Witherspoon was spotted running errands by her Brentwood, Calif., home on Friday, after flying back from London on a private plane Thursday night.

The actress had been in the U.K. to petition members of Parliament and speak out about domestic violence on various British talk shows. "We are talking about everyone's lives are touched by this issue, whether it be our children, or our mothers or our sisters," Witherspoon, 33, said during an appearance on GMTV Wednesday.

Noticeably absent from Friday's outing in L.A.: Jake Gyllenhaal, who referred to Witherspoon as his "girlfriend" during a recent interview to promote his just-released movie, Brothers.

Jennifer Garner Helps Kids (and Reese!)

Los Angeles is full of celeb-packed parties tonight, from a charity bash in Beverly Hills to a yoga fete in West Hollywood.

My first stop is the Beat the Odds awards for the Children's Defense Fund at the Beverly Hills hotel. Charity co-chair Reese Witherspoon usually attends this event, but we get word that she won't make it tonight.

Could it be because of tabloid stories—refuted by her rep—that she and Jake Gyllenhaal are on the outs? Or the fact that she was photographed in London earlier today?

Thankfully, Jennifer Garner is on hand for the benefit, looking glam in Jenni Kayne. And she's joined by no other than...

...her hubby Ben Affleck, who skips the carpet but is inside waiting for Jen at the table. Garner makes a presentation before charity president Marian Wright Edelman takes the podium. Then it's time to eat and I'm off.

Just down the street, Ben's BFF Matt Damon is out for the Invictus premiere, along with costar Morgan Freeman and director Clint Eastwood. And a bit further east, Jennifer Aniston is hosting a fete at her favorite haunt: Sunset Tower hotel.

Jen's throwing a party for her yoga instructor Mandy Ingber's DVD release. Aniston's not the only famous fan in the house: Jenny McCarthy, Rikki Lake and E!'s own Chelsea Handler are all on hand for the soiree. Guests nosh on appetizers and everyone scores gift bags stuffed with Mandy's DVD, beauty products and a two-night stay at a private island in Hawaii.

Jake Gyllenhaal Drops the G-Word!

Is there hope for Jake Gyllenhaal and Reese Witherspoon's relationship?

Amid reports of "are they or aren't they still a couple," Gyllenhaal, 28, used the buzz word of the week – girlfriend – shortly after arriving at a Beverly Hills Hotel suite Thursday for a press conference for his new film Brothers.

"I've learned so much from the kids in my life, and somehow they just become the center of your life and the way you look at things," he told Grazia Australia, referring to his 3-year-old niece Ramona (daughter of Maggie Gyllenhaal) and possibly Witherspoon's children, Ava, 10, and Deacon, 6. "Obviously I exist in my girlfriend's world and my sister's world in a different way, but it's opened my heart and I feel much more grown up and want to be grown up as a result of it."

Regardless, he'd rather talk about his movie about a love triangle with Natalie Portman and Tobey Maguire than about his actual love life.

"As I get more famous, there is less that is just mine so I hope you understand I want to protect that as much as I can," he says. "I understand the news cycle, I really do, but as we all know news cycles come and go and I don't have to comment on them."

A source maintains to PEOPLE that Gyllenhaal and Witherspoon have split after two years together, but their reps say they are still together.

Reese Witherspoon Focuses on Domestic Violence

Leaving behind the chatter about her relationship with Jake Gyllenhaal, Reese Witherspoon tackled the topic of domestic violence in the U.K. this week.

Petitioning Members of Parliament and appearing on morning shows she asked people to speak out on an issue that affects one in three around the world.

"We are talking about everyone's lives are touched by this issue, whether it be our children, or our mothers or our sisters. So many women. The most important thing I can do here today is start this dialogue that we're having," Witherspoon, 33, told the show GMTV.

Later, Witherspoon went to the historic Houses of Parliament, where she made a brief address and listened to testimonies of abuse.

"She looked quite emotional, she kept looking to the floor whilst she was listening to the other speakers," an onlooker said "She seemed almost tearful."

Witherspoon said she felt "more than a little overwhelmed to be here today."

Reese & Jake: Separate Continents

While the state of their relationship remains up in the air, this much is certain: Reese Witherspoon and Jake Gyllenhaal are now an ocean apart.

The actress, 33, is in London to address the House of Commons on Wednesday for the domestic violence charity initiative Refuge in partnership with Avon, which Witherspoon represents.

Meanwhile, Gyllenhaal, 28, has been shooting the upcoming drama Love and Other Drugs in Pittsburgh.

A source told PEOPLE that Witherspoon had informed her friends over the Thanksgiving weekend that she and Gyllenhaal had ended their two-year relationship.

But another source maintains that the pair are still together. Was there a recent break up? "Not officially," says the source.

Reps for both stars have also denied a split.

Inside Story: Reese and Jake's Ups and Downs

While the precise status of the Reese Witherspoon and Jake Gyllenhaal relationship remains unclear – over the weekend a source close to the actress told PEOPLE the couple had split, a claim denied by their reps – the two have certainly had their share of highs and lows during their two-year relationship.

Witherspoon, 33, told close friends around Thanksgiving that she and Gyllenhall, also 33, had broken up, says the source. She was seen driving alone in Los Angeles over the weekend, then on Sunday she was spotted at the Whiskey Kitchen in Nashville – without Gyllenhaal.

As a couple, the last time they were seen together was two weeks ago, when they spent time in Philadelphia (where Reese is shooting a yet-to-be-titled movie with Oscar-winning director James L. Brooks) and in Pittsburgh (where Jake is shooting his new movie, Love and Other Drugs).

Jake Wanted to Wed

"As much as everyone thinks they're right there, they're really not near the whole marriage thing," a source close to the couple told PEOPLE last spring. "Jake would marry her tomorrow, but Reese doesn't want to go there yet, even though he would like to."

The source adds: "There's a huge attraction between them, and they've becomes a team, partners, but Jake can be a little overbearing at times, and Reese is really happy with life right now. Why screw that up or change a good thing?"

Then there are her children – daughter Ava, 10, and son Deacon, 6 – with former husband Ryan Phillippe to consider. "The kids are her first priority," says the source. "They're not ready for that, at least as far as Jake."

Their History

The pair first met on the Morocco set of the movie Rendition in 2006. "Jake went and introduced himself to Reese," a source close to both told PEOPLE. From there, "things slowly progressed, but it was never something she thought would happen from the start. She just kind of developed this little crush over time."

But with Witherspoon's divorce from Phillippe still pending at the time, the actress took a step back during the summer of 2007.

"They broke up. It's totally and completely over," a source in Witherspoon's circle told PEOPLE at the time. "Reese was the one who had to do it. She just got out of a divorce and was so concerned with her family, she just didn't have the time for him and he really demanded that."

The divorce was finalized in June 2008, but moving on proved difficult for Witherspoon. "When people get in your face and say, 'This will pass,' you think: Are they crazy?" Witherspoon said in the April 2009 issue of Elle magazine, adding that the divorce was, "very humiliating and very isolating."

Still, Witherspoon came to realize, "If it's not painful, maybe it wasn't the right decision to marry to begin with. Those are the appropriate emotions."

Reese's Reluctance

Reuniting with Gyllenhaal in 2007, Witherspoon later said her beau was "really a fantastic guy."

"He's very supportive," was she told Vogue last year. "Suffice it to say, I'm very happy in life, and I'm very lucky to have a lot of really supportive people around me who care very much for me, and, you know, that's all you can hope for in life. I am very blessed in that way."

Still, Witherspoon was hesitant to discuss the possibility of marrying again. Despite repeated rumors that the duo had gotten engaged, reps for the pair denied a proposal – and Witherspoon made it clear that she wasn't ready.

"Family is all we have in life, but I don't know how I feel about marriage," she told Parade last year. "Obviously, I'm not far enough out of being married to think about doing it again. You sort of reconstitute your family. You find a family with people who come into your life for a reason."

Reps Claim Jake and Reese Are Still Together

Despite reports, Reese Witherspoon and Jake Gyllenhaal are still very much a couple, according to their reps.

Although a source close to the couple says their relationship has ended, reps for both say, "it is not true." Nanci Ryder and Carrie Byalick, who rep Witherspoon and Gyllenhaal respectively, tell PEOPLE, "They are still together."

Reese Witherspoon and Jake Gyllenhaal Split

Reese Witherspoon and Jake Gyllenhaal have split, a source close to the actress tells PEOPLE.

No further details were given.

Witherspoon, 33, and Gyllenhaal, 28, costarred in the 2007 movie Rendition, after which rumors started flying about them as an off-screen couple.

By the summer of 2008, however, the rumors appeared to be confirmed, thanks, in part, to an extended Bastille Day holiday in Paris – followed, the next month, when they were seen in Marrakech, spending a Saturday strolling hand-in-hand, checking out bazaar stalls, before stepping into the shade for lunch, according to reports.

Come that Sunday, the couple reportedly stayed in their suites at the 5-star Amanjena Hotel, described as a beautiful, romantic getaway boasting a view of the Atlas Mountains.

'Very Supportive'

By that fall, Witherspoon was telling Vogue about Gyllenhall: "He's very supportive. Suffice it to say, I'm very happy in life, and I'm very lucky to have a lot of really supportive people around me who care very much for me, and, you know, that's all you can hope for in life. I am very blessed in that way."

This spring, in April, the two enjoyed a steamy escape to the Southern California desert, where they looked cozy together at the Coachella Valley Music & Arts Festival. "Reese looked cute in a hat and bikini," an eyewitness told PEOPLE. "She was in a great mood and kept chatting with Jake between sips of a piña colada."

And as recently as last month, things still appeared to be running smoothly between the two, with Witherspoon telling InStyle, "We spend the weekends outside L.A, in Ojai, where I have a farmhouse. We have chickens and we grow cucumbers and tomatoes. I love it. It reminds me of where I grew up in Tennessee."

Oscar Recognition

Witherspoon, the 2006 Oscar winner as Best Actress for her role as June Carter Cash in the Johnny Cash biopic Walk the Line, was married for seven years to her Cruel Intentions costar Ryan Phillippe, until their 2006 divorce. They have two children, Ava, 10, and Deacon, 6.

Gyllenhaal's high-profile roles included those in Brokeback Mountain, which earned him a 2006 Oscar nomination.

Last year, Witherspoon costarred with Vince Vaughn in the holidays Four Christmases, about a couple who all but split due to pressures brought on by their respective families.

Sightings

Reese Witherspoon following "Rule #1"

Reese Witherspoon will star in and produce "Rule #1," which centers on a New York woman who befriends a Puerto Rican girl with attention deficit disorder.

Fox Searchlight bought the screenplay by Terrel Seltzer, who wrote the comedy "How I Got Into College" and co-wrote the George Clooney/Michelle Pfeiffer romantic comedy "One Fine Day."

Witherspoon most recently starred in "Four Christmases" and lent her voice to DreamWorks Animation's "Monsters vs. Aliens." She next will appear in the untitled James L. Brooks feature hitting theaters in December 2010.

Through her Type A Films, Witherspoon has produced "Legally Blonde 2: Red, White and Blonde," "Penelope" and "Four Christmases." She is also developing "Around the World in 80 Dates" and "Bell Witch."

Reese Witherspoon: Single Mom on a Mission

She has it all – a successful Hollywood career, famous boyfriend and beautiful kids – but when it comes down to it, Reese Witherspoon says she thinks of herself as a single mom making it through the day.

"It isn't anything I chose in life, it just sort of happened that way," the Walk the Line Oscar winner, 33, said at Tuesday's Avon Foundation for Women charity event at New York's Cipriani 42nd Street, where she was the honorary co-chair. "We all just do the best we can. We're all just people trying to get through life however we can ... I'm thrilled to be any sort of inspiration to anyone!"

Most inspiring is that the foundation she works with raises millions for women with breast cancer and victims of domestic violence.

Witherspoon, who has moved on from former husband Ryan Phillippe to a supportive boyfriend in Jake Gyllenhaal, also spoke about the new Avon fragrance she has launched, In Bloom.

"I just wanted a scent memory of my childhood in Tennessee growing up," she says. "A lot of it is white flowers and gardenias and things that I grew up in the backyard loving. Things that I smelled on my mother and my grandmother that really inspired a feeling of being back home."

Reese Witherspoon's a Weekend Chicken Farmer

You can take the girl out of the South, but you can't take the South out of the girl.

Ask New Orleans-born, Tennessee-raised Reese Witherspoon, who tells InStyle magazine all about how she tries to bring a little bit of Dixie to her life in Hollywood.

"We spend the weekends outside L.A, in Ojai, where I have a farmhouse," she says of her life with her kids and her boyfriend, who happens to be Jake Gyllenhaal. "We have chickens and we grow cucumbers and tomatoes. I love it. It reminds me of where I grew up in Tennessee."

Of course, it's no substitute for a real life in the South, but Witherspoon, 33, makes do.

"Sometimes it's really difficult for me, being far away from home," she says. "I never imagined that my children wouldn't grow up next door to my brother's children. Or my mom and dad wouldn't constantly be around. At least I have a lot of Southern friends in L.A. – I gravitate toward them."

That kind of grounded lifestyle probably helped Witherspoon get through a painful divorce from Ryan Phillippe.

"You just have to keep going. You have to keep it together for your kids and for yourself too," she says. "I'm trying to learn from the things that have happened in my life, live more in the moment and have more fun."

Witherspoon is on the cover of InStyle's November issue, on sale Friday.

Sightings

Reese Witherspoon shopping for a coat as Jake Gyllenhaal tried on hats at Blue and Cream Bowery

Sightings

Reese Witherspoon and costar Paul Rudd, dining with a big group of friends at Morimoto in Philadelphia. In town to film a new James L. Brooks movie, the actors ordered sashimi, sushi and edamame. The next night, just Rudd and Witherspoon returned to the Japanese restaurant for dinner at the sushi bar. They also shared some pinot noir and snacked on kobe beef and salmon sashimi.

Kate Winslet, Michelle Obama make People's best-dressed

British actress Kate Winslet lead the pack of People magazine's 10 best-dressed women of 2009, with U.S. first lady Michelle Obama chosen for "best accessible glamour."

Although the list, released Wednesday, does not have numerical ranking, Winslet, 33, who won an Oscar in February for playing a dour Nazi in "The Reader," was deemed to be the best-dressed woman on the red carpet on 2009 "with her unique brand of sexy sophistication, modern Hollywood glamour and those enviable curves."

People named Reese Witherspoon as having the "best short dresses," "High School Musical" actress Vanessa Hudgens as best hippie chic, and Freida Pinto, the Indian star of Oscar-winning movie "Slumdog Millionaire," for having the best use of color.

Brad Pitt, "Twilight" actor Robert Pattinson, and Bradley Cooper of "The Hangover" and "Nip/Tuck" fame were among the best-dressed men of the year. People said their attention to details like a scarf, pin or skinny tie "took their looks beyond basic."

Teen country singer Taylor Swift was dubbed "best sparkle."

The annual best- and worst-dressed double issue, on newsstands Friday, also acknowledged the impact on fashion of the Emmy-award winning TV series "Mad Men," set in the 1960s, whose cigarette pants and sheath dresses have inspired new designs by Michael Kors and Tory Burch.

The People magazine special issue also looked at some of the fashion flops of 2009. Former "American Idol" judge Paula Abdul and actress Renee Zellweger were cited as having the worst red carpet dresses.

Singer Jessica Simpson's January appearance in unflattering high-waisted "mom jeans," which triggering a heated debate about weight issues in Hollywood, was among the "most memorable moments of the year," People said.

Sightings

Jake Gyllenhaal, shopping hand in hand with Reese Witherspoon, hit Madison, a boutique in Brentwood, Calif. The two were flirty while they browsed the clothes, looking for items for Witherspoon. The actress paid special attention to the ALC collection, but she left without buying anything.

Sightings

Reese Witherspoon and Jake Gyllenhaal, treating the actress's kids Ava, 10, and Deacon, 5, to a cold treat at Twist in Brentwood, Calif. "Jake was great with the kids and they all shared little samples before deciding on flavors," an eyewitness tell us of the family frozen yogurt outing. But with dessert comes exercise – and earlier in the week, the couple took an exercise class at Burn 60, focusing on arm and shoulder work, as well as cardio. "The air conditioning wasn't on and in the 90 degree heat, Reese and Jake sweated and struggled like the rest of the class," an onlooker says, adding that the famous duo "seemed to enjoy" their workout.

Sightings

In Philadelphia to film her latest movie, Reese Witherspoon has carved out time for dinner with beau Jake Gyllenhaal at trendy restaurants around town. The two recently dined at Alma de Cuba together; they also ate at Morimoto where "nobody bothered them," a source says. During their meal, she ordered a house salad and sushi, while he opted for a salad and the hamachi ponzu. And the restaurant's owner, Stephen Starr, picked up their tab. According to the source, Witherspoon frequents Alma de Cuba and is "always very polite."

Sightings

Reese Witherspoon, cheering from the sidelines as beau Jake Gyllenhaal played basketball during a weekend getaway in Martha's Vineyard, Mass. The actor was participating in a charity match outdoors at the Chilmark Community Center, where he played on a five-person team. Earlier in the weekend, Gyllenhaal ran in a 5K race along with Witherspoon's kids, Ava, 9, and Deacon, 5, who took a fun, leisurely approach to the run while he speedily completed it in under 21 minutes!

Sightings

On a break from filming her movie How Do You Know? in Philadelphia, Reese Witherspoon fit in a romantic dinner with beau Jake Gyllenhaal at Alma de Cuba. "The pair lingered over their meal," an onlooker tells us of the affectionate duo.

Sightings

Reese Witherspoon and Jake Gyllenhaal, grabbing an omelette breakfast at Le Pain Quotidien in the Georgetown neighborhood of Washington, D.C. "They were hanging out by themselves and doing a crossword puzzle," a source says of the two, who wore matching blue shorts and gray tops. "No one really bothered them or came up for autographs." But Gyllenhaal took the time to chat up their server, who hailed from Morocco. "He said he'd spent some time in Morocco shooting some movies," the source says.

Reese Witherspoon proves a "Pharm Girl'" at heart

Reese Witherspoon is going into the pharmaceutical business with Universal Pictures.

The studio is developing "Pharm Girl," an aspirational comedy centering on one woman's odyssey through the drug industry.

"Bad Santa" screenwriters Glenn Ficarra and John Requa are writing the screenplay and in talks to direct. Witherspoon is producing via her Type A banner and will play the lead role.

The project concerns a woman who gets a job at a pharmaceutical powerhouse and begins to see the underbelly of the industry as she rises through the company's ranks.

The modern pharmaceutical industry has played a villainous role in a number of Hollywood pics, among them "The Fugitive." Several years ago it was at the center of a conspiracy in the thriller "The Constant Gardener."

Witherspoon, who came to prominence in comedies like "Election" and "Legally Blonde," segued to a more dramatic role with her Oscar-winning turn in "Walk the Line." But she has kept the focus on comedies, starring opposite Vince Vaughn in "Four Christmases" and signing on to a new comedy from director James Brooks.

Ficarra and Requa wrote and directed the comedy-drama "I Love You Phillip Morris," which stars Jim Carrey and Ewan McGregor in the story of the romance between a con artist and a man he meets in prison.

New Fragrance Alert: Reese Witherspoon to Launch "In Bloom"

Reese Witherspoon is the next Hollywood star to join the ranks of celeb perfumers like Paris Hilton and Halle Berry, announcing today that she plans to launch her first signature scent for Avon. In Bloom by Reese Witherspoon will be a gardenia, magnolia and jasmine scent, and the star’s inspiration for the feminine floral was close to home. “In developing In Bloom, I found myself drawn to the scents of my childhood in Tennessee,” explains Reese. “We had a great big magnolia tree in the back yard, and it’s that beautiful white blossom that inspired the perfume.” But while the scent references the actress’s past, she wanted it also to be a clear reflection of her present. “In Bloom is indicative of where I am in my life today,” she says. “I’m feeling very strong and independent, and so happy, so full of life. The fragrance truly captures that feeling­­ — it’s very sensual, very romantic and alluring.” You’ll still have to wait to try the Avon scent, which won’t launch until November of this year, priced at $34 for a 1.7 oz. eau de parfum.

D.C. lands movie project starring Reese Witherspoon

Mayor Adrian Fenty announced the movie plans Thursday and said the film crew will provide training to some D.C. students.

The romantic comedy with the working title How Do You Know? is slated to spend 14 weeks in D.C. this summer. Producers will hire more than 100 local crewmembers and several hundred extras.

Fenty spokeswoman Erica Stanley says the city didn't spend any incentive money to lure the film project. Officials expect the project will generate $8.5 million in local spending.

The film is written and directed by James L. Brooks and is expected to feature landmarks including Nationals Park and the city's neighborhoods.

Sightings

Reese Witherspoon and Jake Gyllenhaal, having a mellow breakfast with friends at Lamill coffee boutique in L.A.'s trendy Silverlake neighborhood. After both ordering eggs, they were joined by another couple who brought their baby. "They were all very relaxed," says an onlooker. "There was a lot of laughter."

Sightings

Jake Gyllenhaal and Reese Witherspoon, sharing French fries as an appetizer while lunching at R & D Kitchen in Santa Monica. "Reese looked adorable and very happy," an eyewitness tells us, adding that the couple engaged in "fun conversation" during their meal. The two kept dipping their fries in a little cup with ketchup and split a burger and salad. "Jake was very attentive and filled up Reese's water glass a few times," adds the eyewitness.

Parton thinks Witherspoon needs a "big ol' boob job" to play her

Voluptuous singer Dolly Parton thinks Reese Witherspoon needs a "big ol' boob job" to play her in a new biopic.

While expressing her surprise on reports suggesting that the petite actress is being linked with playing her in a planned movie, Parton jokingly said: "We'd have to get her a big ol' boob job."

A biographical film is one of a string of new projects for the 63-year-old, reports The Daily Express.

Dolly has written all the songs for new musical 9 To 5, based on her 1980 film and has just written her first children's book, I Am A Rainbow.

"Writing for kids is a great way to stay young," added Parton.

Reese Witherspoon and Jake Gyllenhaal's Steamy Getaway

Temperatures reached the 90s while the Hollywood couple spent time at the La Quinta Resort & Club in La Quinta, Calif. They were spotted having breakfast at Twenty 6 restaurant at the hotel and lounging by the pool in the afternoon.

"Reese looked cute in a hat and bikini," says an eyewitness. "She was in a great mood and kept chatting with Jake between sips of a piña colada."

Later in the evening at the music festival, the lovebirds snuggled during a set by Jenny Lewis.

Earlier in the week, Witherspoon was spotted preparing for an upcoming movie role by practicing softball and working out at Burn 60 in Brentwood.

Reese Witherspoon Goes 'Nice' For Next Project

Reese Witherspoon is rumored to produce and star in "Nice" -- a film based on a 1998 book about a magazine writer who accidentally kills her boyfriend and finds it's easier to kill boyfriends than break up with them, according to Variety.

Ben Queen, creator and executive producer of the defunct Nathan Fillion show, "Drive," is set to adapt the novel to the big screen for Fox Searchlight.

Witherspoon was in theaters just last month in " Monsters vs. Aliens." The Academy Award winner last donned the producer/star hat in "Penelope."

Sightings

Reese Witherspoon, sharing salads and a slice of cake with two girlfriends at Huckleberry in Santa Monica. Absorbed in conversation, the three didn't take any notice of the other lunching diners – though a few patrons were indeed scoping out Witherspoon.

Witherspoon will buy Phoenix CD

Reese Witherspoon is supporting her Walk The Line co-star Joaquin Phoenix’s bid for music stardom -she can't wait to buy his debut album. Phoenix recently revealed he had quit acting to become a rapper. He has since made a string of bizarre public appearances, including two nightclub performances, the last of which ended with an angry confrontation with a heckler in Miami, Florida last month. Phoenix has revealed it was his role as Johnny Cash in the 2005 movie which inspired him to learn the guitar and set him on the road to pursue a music career. And Witherspoon is all for the transformation, telling Empire, "He's very musical obviously. He knows what he's doing. "I'm not following his rap career but I'm sure his album, whenever it hits the stores, whenever it 'drops', I'm going to go pick it up."

A Monster-ish Weekend for Monsters vs. Aliens

Who won Monsters vs. Aliens? One day, the answer may be the 3D film.

The animated, comin'-at-ya comedy debuted with a weekend- and year-best $58.2 million Friday-Sunday gross, per studio estimates.

Elsewhere, The Haunting in Connecticut bowed with a stronger-than-expected $23 million, while wrestling star John Cena's latest bid to become Dwayne Johson, 12 Rounds ($5.3 million), was even weaker than his first.

• A little backstory on Monsters vs. Aliens: When the movie went into production, Bock reminds, DreamWorks figured on it playing exclusively at higher-priced, 3D-equipped theaters. But with 3D conversion going slower than hoped, only about half of Monsters vs. Aliens' 4,104 theaters ended up playing the movie as Jeffrey Katzenberg intended. If the studio had gotten its 3D way, Bock figures the movie could have scored a $70-$80 million debut.

• In 3D or 2D, Monsters vs. Aliens goes down as the eighth-biggest animated opener of all-time, per Box Office Mojo stats, just behind Cars and just ahead of Toy Story 2.

• Watchmen ($2.8 million) broke $100 million overall, which would be a better thing for Warners if it hadn't cost $120-$150 million to produce, and/or didn't lack the legs of an animated movie.

• Last week's major openers, Knowing ($14.7 million), I Love You, Man ($12.6 million) and Duplicity ($7.6 million), all held well in their second weekends. I Love You, Man held best, with ticket sales down just 29 percent.

'Monsters Vs. Aliens' fails to dazzle

You know the nerds have taken over the asylum when a kids' movie such as Monsters Vs. Aliens can spoof scenes from long-forgotten '50s movies without regard to whether anybody will "get" it, let alone five-year-olds.

Take the scene where -- after the feckless and perky heroine Susan (Reese Witherspoon) gets hit by an oozing green meteor and turns into a giantess named Ginormica -- she is harpooned by a giant U.S. Army tranquillizer needle, plucks it out angrily and throws it at a soldier.

If, like me and a handful of other geeks, you're familiar with 1957's cheesy The Amazing Colossal Man, you know the scene they're riffing ends with the guy impaled to the ground by the hypo through his chest. Monsters Vs. Aliens being a kid-flick, there's a less lethal end to the needle's flightpath.

It gets a light chuckle from the kids as a sight gag -- about as loud as the laughter gets in Monsters Vs. Aliens. Anything louder, and you know the Comic Book Guy from The Simpsons is sitting somewhere in the back of the room.

One of those movies where the people making it seem more taken with what makes them laugh than what makes kids laugh, Monsters Vs. Aliens squanders a lot of promise -- including, not incidentally, its 3-D format, which is pretty much everywhere these days, much to the chagrin of those of us who already wear glasses.

That squandering starts with the monsters. I'm loath to criticise a film over not being the film they should have made, but ask any three, four or five-year-old about monsters, and the conversation starts and ends with Godzilla. The worst Godzilla movie kept my kids more riveted than Monsters Vs. Aliens -- Destroy All Monsters being the apex of the genre.

In other words, size matters, especially in 3-D. But amazingly, when Ginormica is captured and imprisoned, there's only one other monster-sized monster with her -- a cute giant caterpillar named Insectosaurus. The rest are all human-sized takeoffs on '50s horror icons -- the protoplasmic B.O.B. (Seth Rogen), the half-ape half-fish Missing Link (Will Arnett) and an insect-headed Dr. Cockroach (Hugh Laurie) -- referencing The Blob, The Creature From The Black Lagoon and The Fly respectively. Not much use in building smashing.

Together, they have the feel -- if not the wit -- of The Incredibles. As for the "Aliens" part of the title, that skews the movie a little more into Jimmy Neutron territory. Rainn Wilson voices the squid-like Gallaxhar, a neurotic world-smashing megalomaniac who gets robots and clones to do his dirty work for him.

Beyond its lack of originality, Monsters Vs. Aliens suffers from a lack of wit -- ameliorated somewhat by Stephen Colbert's turn as an egotistical coward of a President (a role he was born to play), whose appearances coincide with at least slightly more contemporary gag-references (Independence Day, Close Encounters of the Third Kind).

All in all, Monsters Vs. Aliens has enough colour, motion and mayhem to keep the kids entertained for the required 90 minutes (particularly in the scene where Susan battles a giant alien robot on the Golden Gate Bridge).

But ultimately, it suffers from not being monstrous enough.

'Monsters vs. Aliens' dazzles in 3-D

Too often, 3-D technology does not serve a story adequately. Three-dimensional sequences, whether animated or live action, can feel more gimmicky than integral to the tale. Happily, such is not the case with the entertaining Monsters vs. Aliens.

Dazzling colors, winning characters and energetic visual effects all work in concert, with the 3-D animation serving to intensify the experience.

While the message of personal empowerment is familiar, witty dialogue enhances the lively story. An impressive vocal cast features such comic talents as Seth Rogen, Stephen Colbert, Paul Rudd and Will Arnett. Actors better known for their dramatic skills — Hugh Laurie, Reese Witherspoon and Kiefer Sutherland — round out the cast impeccably.

Witherspoon stars as Susan, whose wedding to the self-absorbed Derek (Rudd) is marred when an apparent meteorite crashes on Earth. Radiation renders her mega-gigantic. She is spirited off by government operatives and deposited in a top-secret facility. In a funny montage, it's revealed that monsters have been put there to keep the populace tranquil.

The film pays affectionate homage to '50s sci-fi horror, while also offering topical one-liners. The U.S. president is voiced by Colbert, a stroke of inspired casting. He greets an alien spaceship and plays the five signature notes from Close Encounters of the Third Kind, setting the tone for his officious, daffy character. "Do something violent!" he bellows at the military.

The alien leader, Gallaxhar (Rainn Wilson), threatens the populace, though he insists his takeover bid is purely business. General W.R. Monger (Sutherland) puts the monsters in play. Susan, dubbed Ginormica, is joined by B.O.B. (Rogen), Dr. Cockroach (Laurie) and The Missing Link (Will Arnett). A battle scene on the Golden Gate Bridge, involving a pile-up of cars vs. an enormous alien robot vs. the monsters, is eye-popping.

With its mix of sweetness and light satire, Monsters vs. Aliens is a playful fantasy augmented by spirited action and a delightfully cheeky attitude.

`Monsters vs. Aliens' has high-energy humor

Classic creatures from the 1950s get a high-tech makeover, with a healthy amount of attitude, in the 3-D animated "Monsters vs. Aliens."

The Blob, The Creature from the Black Lagoon, The Fly — they're are all here, led by The 50-Foot Woman, who's now 49 feet, 11 inches as voiced by the diminutive Reese Witherspoon. (Animation, by the way, is a great fit for her, and for both the crispness and sweetness in her voice.)

Far from being menacing, they're optimistic misfits who just want to be loved and understood. Rather than destroying each other, they're loyal friends who've been trapped together as government test subjects, only to be unleashed on the world when an alien invasion requires their unique powers.

It's an enormously clever concept — no pun intended — with a choice voice cast. Who else but Seth Rogen could play a lovable blue blob named B.O.B., who always has a smile on his gelatinous face? Will Arnett essentially revives his hilariously cocky-but-clueless "Arrested Development" character, Gob Bluth II, as the half-fish, half-ape Missing Link, and Hugh Laurie lends his rich voice to the British mad scientist Dr. Cockroach.

Just seeing the words "And Stephen Colbert as The President" during the opening titles is good for a laugh, especially given the comic's faux run for The White House from his home state of South Carolina.

And the laughs keep coming steadily from there. Directors Rob Letterman ("Shark Tale") and Conrad Vernon ("Shrek 2"), working from a script from about a half-dozen people, maintains a high energy throughout, although the explosive climax feels bombastic and repetitive. Far more effective is the way this motley crew comes together.

Witherspoon's Susan is a simple woman from Modesto, Calif., who's about to marry pompous TV weatherman Derek (Paul Rudd). On their wedding day, as Susan dreams of honeymooning in Paris and Derek obsesses over an anchor audition in Fresno, a meteor hits Earth, exposing Susan to galactic gloop that turns her into a giant with a shock of white hair. (And as she grows, her wedding gown rips and clings to her in sexy ways — but there's nothing too racy here on any level. "Monsters vs. Aliens" is decidedly PG, with any vestiges of antagonism softened for the sake of family-friendly comedy. It could have used a bit more edge.)

The military, led by Gen. W.R. Monger (Kiefer Sutherland), scoops her up and sticks her in a holding cell along with B.O.B., Link, Dr. Cockroach and a goofy, 350-foot bug named Insectosaurus. (Their back stories, rendered in run-down film clips, are a nice nostalgic touch.) They also rename her Ginormica, which gives her a self-esteem boost when she needs it most.

An alien attack, led by the megalomaniacal Galaxhar (Rainn Wilson), forces the monsters into the streets of San Francisco. A showdown between Susan and Galaxhar's prime weapon, a clunky retro robot, is beautifully detailed as it causes the windows on downtown office buildings to rumble and shatter. Greater thrills come when the monsters fight the robot on the Golden Gate Bridge in an old-school, B-movie battle.

While bright and colorful, the three-dimensional effects in these situations never really inspire a sense of awe. Rather, they provide a tangible sense of depth but fall short of completely immersing you.

The movie's also playing in IMAX 3-D — maybe that's a more satisfying sensory experience, one that makes you feel as if you truly are on another planet.

"Monsters vs. Aliens," a DreamWorks Animation release, is rated PG for sci-fi action, some crude humor and mild language. Running time: 94 minutes. Two and a half stars out of four.

Reese Witherspoon's 33rd Birthday Surprise

Reese Witherspoon had to work on her 33rd birthday on Sunday – but she got a star-studded surprise all the same.

Witherspoon arrived the Los Angeles premiere of Monsters vs. Aliens – in a shimmering, super-short dress by Rodante – and had just made her way into the Gibson Amphitheater when she and her co-stars were called to the stage by DreamWorks studio head Jeffrey Katzenberg.

After Seth Rogen, Kiefer Sutherland, Rainn Wilson, Paul Rudd, Hugh Laurie, Will Arnett and Amy Poehler gathered onstage with Witherspoon, Wilson announced that the group was about to stage an "intervention" for the Oscar-winning actress.

"We have some hard facts to run by you, because we know it takes a full bottle of Nyquil for you to fall asleep at night," Wilson told Witherspoon, "so there's something very special that we want to say."

Cake and Candles

He and his fellow actors then launched into a rendition of "Happy Birthday," joined by the theater audience, as a cake was wheeled onto the stage. Amy Poehler punched home the final verse, singing "Happy birthday, Reese WITHERSPOON, Happy birthday to you!"

"Thank you for coming to my birthday party – I mean, the screening of Monsters Vs. Aliens," the slightly taken-aback Witherspoon told the crowd.

Witherspoon told reporters while promoting the film two days earlier that she was looking forward to the birthday. "It is a great thing to be able to be doing things with my kids and having them be proud of me. What's better than feeling like you've accomplished things in life?"

Monsters Madness at Home

Witherpoon said that her new film in particular has increased her cachet with her kids – daughter Ava, 9, and son Deacon, 5. "My kids managed to maintain their coolness for a while, but literally it has hit fever pitch at my house. They are rabid and they wake up in the morning [asking], "When can we watch this movie?"

Witherspoon said she shares certain qualities with her character in the 3D animated movie, Ginormica, an unlucky bride-turned-monster who towers over everybody around her. "Tenacity, fierceness, taking care of the group," she said. "I'm kind of a mother hen that way, even on movie sets. But at 5'2", she doesn't think she'll ever quite relate to the character's giant stature. "I think I actually shrink [as I get older]," she laughed. "My mother is now four feet tall."

Reese makes leap into action films

She's won an Oscar and has appeared in more than 30 movies. But at 5-foot-2 (we're being generous here), Reese Witherspoon has never made -- nor been offered -- an action movie. Until now.

The occasion is Monsters vs. Aliens, the DreamWorks 3D CGI kids flick about a girl-next-door named Susan, who is struck on her wedding day by an energy-packed meteor that causes her to grow to 49-feet-11.

Soon Susan is captured -- a la King Kong -- by a secret government organization responsible for monsters (they have a secret organization for everything, don't they?), impressively renamed "Ginormica" and imprisoned with other lovable genetic freaks, only to be released to save humanity on the occasion of an alien invasion.

"It definitely is the most action-packed movie I've ever been in," Witherspoon said in a Canadian exclusive telephone interview. "(Being animated) makes it a lot easier to kick butt. And the best thing is, I didn't have to diet to fit into that cat suit."

Yes, Ginormica wears a specially-designed leotard. And the identification of the voice-actor and the character is so strong, "everyone's, like, 'You lood so good!' And I'm like, 'That's not me, folks.' My girlfriends watched it and said the same thing. I'll take the compliment."

And while the requirements of her voicework for Monsters vs. Aliens didn't actually require Witherspoon to knock out alien robots or lift sections of the Golden Gate Bridge, she did have to sound like she was doing it -- which is pulse-raising activity itself.

"We worked pretty hard on those scenes. Initially, they wanted me to do a voice like a Schwarzenegger or Stallone-type action voice. And I had no idea how to do it. It's not like anybody ever asked me for that before. As for the action-packed stuff, they'd just play out the scene for me, and I'd have to give them grunts and groans and jumping noises."

Again, not typical delivery in a Reese Witherspoon movie.

Playing opposite what she calls "a comedy dream team" (though she didn't actually share the booth with them), Witherspoon's Susan finds herself locked up with the genius insect-headed Dr. Cockroach (Hugh Laurie), a fish-ape hybrid called The Missing Link (Will Arnett) and an invulnerable blob of protoplasm called B.O.B. (Seth Rogen).

Upon their release by a desperate government (headed by a swaggering coward President voiced by Stephen Colbert), they must defeat the robots and clone army of an evil alien mastermind named Gallaxhar (Rainn Wilson).

The one exception to the work-alone cast was Paul Rudd, who voices Susan's colossally egotistical weatherman fiance, Derek Dietl.

"We got to be in the same room together and collaborate for a day, and that was so awesome because he's so funny," Witherspoon says. "He gets to play a really big jerk in this movie and was riffing on it. I'm actually doing my next movie with him (an as-yet-untitled comedy by James L. Brooks)."

What can she tell us about that? "I can tell you that I'm doing a James Brooks movie. And that it has Paul Rudd and Owen Wilson and Bill Murray, and we start filming in two months. I can't tell you anything more, because I want to keep my job."

Interestingly, with the exception of the drama Rendition, comedies -- from antic films such as Four Christmases to rom-coms such as Penelope and Just Like Heaven -- have been Witherspoon's main stock-in-trade since she won the best-actress Oscar for playing June Carter in Walk The Line.

It's a period of laughs that coincides with a tumultuous period in Witherspoon's personal life, though personal questions about her divorce from Ryan Phillippe and her current relationship with Jake Gyllenhaal are off-limits as a condition of our interview.

Of her current spate of comedies, Witherspoon says, "My next couple of things might not be comedies. But it's an appropriate time to do them. People want to go to the movies and escape what's going on in their lives. And I think, y'know, it's nice to just have a bit of escapism and have a laugh."

She's happy to talk about her kids, 9-year-old daughter Ava and 5-year-old son Deacon, given that they (especially Ava) were key to her accepting her first animated voice role. She's turned down many, most of the girlfriend variety.

"I have a little girl, and I try to be thoughtful about the movies she sees. And making a movie for kids, I try to be thoughtful about the kind of ideas I put out there. It's important."

Of the turned-down scripts, she says there has "never been an opportunity there to play a real, multi-facted female character. And so it happens that they came to me with this great idea for this character who has doubts and insecurity and really finds her strength through this ragtag team of monsters ... who aren't monsters!

"It's got that 'outsider' vibe, what it feels like to be on the outside and how to tap into your inner awesomeness.

"It's a movie that all their friends can see, which is awesome. One of (Ava's) little friends from school has memorized every word of every trailer.

"She saw the movie, my son saw it, they both loved it. We ended up taking a whole bunch of different aged kids and they all loved different characters. The really little ones loved (the giant larva) Insectosaurus, like three-year-olds. Everybody loves B.O.B. He's the common denominator.

"And the older girls really loved Susan. They thought it was just awesome, the things she could do and how she overcame her fear to save her friends."

Sightings

After visiting Madrid, Reese Witherspoon and Jake Gyllenhaal continued their European vacation, stopping in Paris. The two took off from their hotel off the Champs-Elysees and headed to lunch over at Cafe de Flores. They followed their lunch date with a little shopping trip to Isabelle Marrant, where Witherspoon scoped out summer dresses before they headed to a local cheese shop.

Reese Calls Divorce Humiliating and Isolating

At Reese Witherspoon's low point after her very public divorce from Ryan Phillippe, the actress found some efforts to console her far from helpful.

"When people get in your face and say, 'This will pass,' you think: Are they crazy?" Witherspooon, 32, tells the April issue of Elle. "I'm never gonna feel any better than I feel right this minute and nothing's ever gonna make sense again. And I still have moments where I'm like, 'Nothing's ever gonna make sense again.' "

But while she calls the split in 2006 "very humiliating and very isolating," Witherspoon came to realize, "If it's not painful, maybe it wasn't the right decision to marry to begin with. Those are the appropriate emotions."

Blame Game

So, she says, is falling into the "blame game."

"Blame, blame, blame," she says. "You know? And it's a really easy thing to do, and I'm certainly guilty of it. [You have to] look at yourself and go: 'What part of this do I need to own? Which part of this is my responsibility?' And that's the painful work that you have to go through to hopefully get some real-life knowledge out of it."

But the experience hasn't left her sour on love: Witherspooon, who has two children with Phillippe, 34, is now in a relationship with actor Jake Gyllenhaal, 28. " He's fabulous," she says. "He really is a fantastic guy."

Sightings

Owen & Reese Hook Up

Owen Wilson and Paul Rudd are ready to do battle over Reese Witherspoon in an untitled romantic comedy from As Good As It Gets helmer James L. Brooks. The plot reportedly centers on a love triangle between a baseball pitcher (Wilson) and a businessman (Rudd) trying to win the love of Witherspoon's character. Cameras roll this summer.

Even Reese Witherspoon Can Be an Embarrassing Mom

She might be an Oscar-winning actress but to her two kids, Reese Witherspoon is sometimes, well, just embarrassing, she says in a new interview.

To illustrate her point, the actress tells the story to Parents magazine of taking her 9-year-old daughter Ava to see country star Carrie Underwood.

"She said, 'Mom I really appreciate you taking me to the concert, but will you please not embarrass me in front of Carrie Underwood by singing because she's a real singer and you're just, like a movie singer," says Witherspoon, who won a Best Actress Oscar for playing singer June Carter Cash in 2005's Walk the Line.

But apparently her vocal chops haven't impressed her daughter. "I love to sing around the house and in the car," she says, "but my daughter hates it."

Still, she appreciates that Ava and son Deacon, 5, see her as just their mom. "Realizing you're not anything special to the kids is always a great sort of reminder that you're just a regular person," the actress tells the magazine, which hits newsstands Feb. 17. "A regular embarrassing old mom."

The kids however, haven't seen Mommy at the multiplex. "They know what I do for a living – that I'm an actress," she says. "But they haven't seen any of my movies. Yet."

Witherspoon, a self-described working mother, says her acting schedule, while very demanding at times, allows her the freedom to peek in on the kids at school. "I do get to be there for school fairs, plays ... It's so shocking to see my children in school having an entire life without me."

Reese #34 on bankability list

Will Smith was named Hollywood's most bankable star in a survey of movie industry professionals released on Tuesday by Forbes.com, the Web site of financial magazine Forbes.

Smith, who received a perfect 10 on the survey, was followed on the Forbes list by Johnny Depp, Leonardo DiCaprio and Hollywood supercouple Angelina Jolie and Brad Pitt, who were all tied with a score of 9.89.

John Burman, special projects director for Forbes Media, said Smith, who won fame on 1990s television sitcom "The Fresh Prince of Bel Air," can star in any movie genre.

"He can move from doing the pop film to an 'Ali' to a 'Seven Pounds' to 'The Pursuit of Happyness,' so he's able to play in all worlds and I think people just like watching him on screen," Burman said.

For its first-ever "Star Currency" list, measuring the financial clout of Hollywood stars to get movie projects going, Forbes surveyed more than 150 entertainment industry professionals, including producers and directors.

The stars were ranked on ability to attract financing for a project, box office success, appeal to different audience demographics and other factors.

The Philadelphia-born Smith's latest movie "Seven Pounds" was released on December 19 and has made more than $141.6 million worldwide. He also starred in the 2008 summer hit "Hancock," which made more than $624.4 million worldwide.

Most of the stars on Forbes' top 100 Star Currency list are over 35, including 78-year-old "Gran Torino" star Clint Eastwood at No. 20.

The top 20-something actor was "Transformers" star Shia LaBeouf at No. 33, followed by "The Duchess" star Keira Knightley at No. 42.

Actors need time to establish a star "brand," Burman said.

Also, some stars have international box office appeal that more than compensates for modest U.S. and Canada ticket sales.

The 45-year-old Pitt's 2004 movie "Troy," for example, made $133.4 million in the U.S. and Canada, but $364 million internationally. His 2006 movie "Babel" made $101 million internationally, nearly three times U.S. and Canada totals.

"He's certainly strong in the U.S., but you see the global reach of him," Burman said.

22nd Annual Nickelodeon Kids Choice Awards Nominees

Dwayne "Don't Call Me the Rock" Johnson will host the slime-happy awards bash, to be telecast live from Los Angeles on March 28. As always, kids will vote on the winners of each of the 18 categories online beginning March 2.

"It was cute, they were all wearing hiking gear," says a source, "They seemed really relaxed. There were no kids around and they seemed like they were having a great time."

Not to fear, the couple brought Jake's dog and also squeezed in time to engage in another trademark routine: grabbing a morning cup of coffee together.

Sightings

Nicole Richie, "having a blast" during a family shopping outing at L.A.'s outdoor mall The Grove with daughter Harlow, 11 months, and Joel Madden. "Nicole was holding Harlow and Joel was pushing the empty stroller," an onlooker says. The threesome shopped at Barneys New York, but also stopped to watch the water fountain show. "Harlow was laughing and they were helping her stand up and dance on the ledge," the onlooker adds. Also in the shopping spirit: Reese Witherspoon, who visited the Elyse Walker store in Los Angeles. The actress spent almost $1,000 during her spree and picked up, among other things, a black Geren Ford top and a navy Ihabit sweater.

Winfrey, Jolie tops in Hollywood

Oprah Winfrey tops The Hollywood Reporter's Power 100 list, an annual ranking of the most influential women in the entertainment industry.

The chairman of Harpo Inc. was selected "based on her dizzying array of Oprah-branded media and her immense cultural influence," editor-in-chief Elizabeth Guider said in a statement Friday.

The Hollywood Reporter also ranks the industry's highest-paid actresses each year.

Angelina Jolie is No. 1, commanding more than $15 million a movie, followed by Julia Roberts and last year's top earner, Reese Witherspoon.

'Four Christmases' makes $31.7 million debut

The Warner Bros. release, featuring Witherspoon and Vaughn as a couple suffering through four separate family holiday gatherings, raised its total to $46.7 million since opening Wednesday to get a head start on the long weekend.

In terms of revenue, it was Hollywood's second-biggest Thanksgiving period ever. The top 12 movies took in $223.7 million from Wednesday to Sunday, trailing only the $232.2 million haul over Thanksgiving in 2000.

Summit Entertainment's vampire romance "Twilight," which had a huge No. 1 opening the previous weekend, took a steep 62 per cent decline from its $69.6 million debut and was neck-and-neck for second place with Disney's animated family flick "Bolt."

Based on Sunday's estimates, "Bolt" had a slight lead with $26.6 million for the weekend, compared to $26.4 million for "Twilight." Their rankings could change once final numbers are released Monday.

"Twilight' is still a phenomenon, but you can't really maintain that level of intensity week after week," said Paul Dergarabedian, president of box-office tracker Media By Numbers.

"Twilight" raised its 10-day total to $119.7 million, while "Bolt" lifted its sum to $66.9 million.

Hollywood typically releases a handful of holiday-themed movies starting in November, but "Four Christmases" has the market virtually to itself this season.

"It was the perfect time. It's the only movie out there that deals with Christmas," said Dan Fellman, head of distribution for Warner Bros.

The only potential competition comes Dec. 12 with the John Leguizamo tale "Nothing Like the Holidays."

The weekend's other new wide release, the Nicole Kidman-Hugh Jackman epic "Australia," opened at No. 5 with $14.8 million for the weekend and $20 million since debuting Wednesday.

The 20th Century Fox film reunites Kidman with "Moulin Rouge" director Baz Luhrmann for a Second World War-era romance between an aristocratic British woman and an Australian ranch hand.

Sean Penn's drama "Milk" got off to a great start in limited release, coming in at No. 10 with $1.4 million in just 36 theatres. The film had a strong average of $38,375 a cinema, compared with $9,571 in 3,310 theatres for "Four Christmases."

"Milk," an Academy Awards contender released by Focus Features, stars Penn as gay-rights pioneer Harvey Milk, the San Francisco city supervisor slain by a colleague who also killed the mayor. The film expands to more theatres Friday.

Estimated ticket sales for Friday through Sunday at U.S. and Canadian theatres, according to Media By Numbers LLC. Final figures will be released Monday.

Reese Witherspoon a 'Little Strict' About Kids' Xmas Presents

Ready to start her Christmas shopping, Reese Witherspoon says she's going to set limits on the presents for her kids.

"I'm a little strict about that kind of stuff," Witherspoon, 32, the mother of Ava, 9, and Deacon, 5, tells the BBC. "I think kids do best when they only have a couple of things that they really enjoy. I try and stay away from the gluttony of things. They don't appreciate it as much. When they only get one or two things they really like it."

Christmas will have her doing the cooking – "I really enjoy that part of it," she says – and a holiday tradition that only an Academy Award-winning actress could have: the children dressing up her Oscar.

"At Christmas time they put a little hat on him and a little scarf," she says, "so he doesn't get cold."

What celebrities are thankful for this year

"I'm just blessed to have two very lovely children in my life, and health. It's something people don't think about a lot. I'm very lucky to be healthy and have healthy kids." — actress Reese Witherspoon.

Not enough gifts for 'Four Christmases'

One and a half Christmases is about all that's worth celebrating in Four Christmases (* * out of four).

The film has its funny moments, but they are too few to make the holiday excursion worthwhile. This predictable and dyspeptic story presents yet another dysfunctional family gathering, as we've come to expect in modern yuletide movies.

But it's not darkly comic enough to qualify as devilishly misanthropic, à la Bad Santa. And with its cloying-as-sticky-pudding conclusion, the movie undercuts whatever black humor it managed to muster in earlier scenes.

Vince Vaughn and Reese Witherspoon play Brad and Kate, a happily unmarried couple who prefer sunny getaways to going home for the holidays. Each year, they convince their parents that they're off to do charity work in a distant land, when in fact they're headed for a lazy, exotic getaway. Both are products of divorce, and the holidays are fraught with painful memories.

When their winter holiday to Fiji is postponed, they are compelled, through a funny, if forced, turn of events, to visit the four homes of their respective parents.

They head first to see Brad's father (a dull Robert Duvall). Jon Favreau and Tim McGraw are Vaughn's cage-fighter brothers, and the trio engage in overlong bouts of unfunny wrestling. There also is a mean-spirited gift-giving scene that has to do with limited finances, which, given the economic climate, feels in particularly poor taste.

Next stop is a houseful of cougars, and the joke quickly runs out of steam. Kate's mother (Mary Steenburgen) sidles up to Brad, while her sister (Kristin Chenoweth) flirts with him. Shots of Brad eyeing her cleavage don't get funnier with repetition.

On it goes. Brad's mother (Sissy Spacek) has an unlikely new beau in a segment that flounders. The final stop is with Kate's dad (Jon Voight). Perhaps the funniest moment involves a Christmas pageant in which our no-longer-so-happy couple take key roles.

The day is marked by mayhem rather than mistletoe. All that's missing is a pratfall caused by spiked eggnog. It's the sort of nasty broad comedy that is better suited to Vaughn than Witherspoon, who looks almost sheepish.

The more the merrier definitely does not apply to Four Christmases. (Rated PG-13 for some sexual humor and language. Running time: 1 hour, 28 minutes. Opens today nationwide)

Witherspoon clears up set rumours

If you believe the rumours, the making of Four Christmases was about as festive as turkey dinner at the Lohans.

At issue: the alleged personality clash between Reese Witherspoon (supposedly the controlling perfectionist who's never late) and Vince Vaughn (purportedly the free-style ad-libber who operates according to different time zones depending on his mood).

"I don't know where that all came from," Witherspoon says, addressing journalists at a Beverly Hills hotel. "Every co-star I work with I'm having an affair with him, about to get married, we're having a baby or we can't stand each other. You can't just get along with people and work with them. There has to be some sort of drama. We got along great."

It's a sentiment seconded by director Seth Gordon, helming his first A-list studio project after last year's critically beloved documentary The King of Kong. "There were a handful of rumours that circulated that had nothing to do with our experience on the set. My experience was that they had real electric chemistry the bulk of the time. It was really a lot of fun, actually."

How much fun it was for Vaughn remains unknown -- he skipped the media conference. But that's okay -- we'll let Witherspoon tell us how great he is.

"He's so very smart and funny, off the top of his head. He's the funniest person I've worked with my entire life," the Oscar winner says.

"We're very different. We're partners on this movie. We decided to produce it together, we rewrote it. Every day was like, 'How are we going to do this? What are we going to do now?' We had a script and worked on it very hard. We worked on it for four months before we ever went on set every day for five, six hours a day. We broke it down, threw scenes away. So by the time we were shooting, we knew what we were doing . . .

"But it's also important to create a place where that person feels free to do whatever they want to do and you can stay there with them."

In the comedy, which opens Wednesday in time for Thanksgiving in the U.S., Vaughn and Witherspoon play an unmarried upscale couple in San Francisco whose idea of Christmas is ditching their in-laws and heading to a tropical paradise.

But after being busted by unforeseen events, they're forced to visit all four groups in a single day. (Both of their parents are divorced.)

Gordon, for one, believes plenty of moviegoers will find the situation relatable.

It certainly is for Witherspoon, who has two children with ex-husband Ryan Phillippe.

How do they approach the logistics of the season? "I think the most important thing is the children -- what do they want, what makes them feel comfortable, what makes them happy? I'm very lucky. We raise our kids to be happy and it's all about them. There's a lot of communication and being open about things. There's nothing contentious about it. It's all very go-with-the-flow."

But the film is about more than just visiting relatives at Christmas time. Over the course of the story, their characters realize they're not fully committed to each other, having never honestly addressed such issues as marriage and children.

"People grow and evolve and change," says Witherspoon, who is dating actor Jake Gyllenhaal. "It's important to stay open to whatever the relationship evolves into . . . I'm guilty of this, too; I have a certain idea of what marriage is and sometimes it doesn't work out that way.

"You have to be open to whatever comes your way in life and (know) that love takes all kinds of shapes. It's not necessarily the one you recognize."

Does that mean she doesn't plan to re-marry? "I don't know. I don't think about it much."

Reese Witherspoon Wary of Marrying Again

Reese Witherspoon, still recovering from her split from Ryan Phillippe, says it's too soon to think about remarrying.

"There are things in my life that are hard to reconcile, like divorce," the mother-of-two tells Parade magazine. "Sometimes it is very difficult to make sense of how it could possibly happen. Laying blame is so easy."

"When you make wrong choices, you have to take responsibility for them: 'What part of this do I own?'" she says. "I struggle to figure out what made me make those choices. All I can hope for is that I've learned something from it and won't make the same choices again."

One choice she doesn't know if she'll repeat: Tying the knot.

"Family is all we have in life, but I don't know how I feel about marriage," says the Four Christmases star, who has been dating Jake Gyllenhaal off-and-on since last year. "Obviously, I'm not far enough out of being married to think about doing it again. You sort of reconstitute your family. You find a family with people who come into your life for a reason."

Reese Witherspoon's Christmas Wish? 'A Good Chicken Coop'

Forget buying diamonds or shoes, Jake. Reese Witherspoon only has two things on her Christmas wish list: a chicken coop, and someone to build it for her.

"Oh, I want someone to build me a good chicken coop ... like a man who can just get down there and build it ... ooh," the actress, who dates Jake Gyllenhaal, tells USA Today.

Witherspoon, who stars in the upcoming comedy Four Christmases with Vince Vaughn, says Christmas at her house this year will offer a chance to feast on her southern specialities – turnip greens, pecan-coated sweet potatoes and sugar-baked ham – and escape to the family farm outside of Los Angeles with kids Ava, 9, and Deacon, 5.

"We feed the chickens and the pigs – I have two pigs, and boy are they really pigs. They just get down in that mud and roll around," she says. "I like getting down in there and working in the garden.

Witherspoon's other family Christmas plans include caroling around the tree and watching Ava and Deacon perform in a Christmas Eve pageant.

Witherspoon and Ryan Phillippe finalized their divorce in June.

Reese Witherspoon: How Ryan and I Share Custody over the Holidays

As the holidays approach, Reese Witherspoon faces a dilemma familiar to countless divorced parents – how to share custody of her young children on those special days

"I think the most important thing is to be a grownup," she says, "and not let any kind of feelings affect how you deal with your children."

For the mother-of-two – who finalized her divorce from Ryan Phillippe in June – that means having "a lot of communication" with her ex-husband and "just being very open."

"I'm very lucky in that we raise our kids to just be happy," the actress, 32, said Sunday in Beverly Hills while promoting her film Four Christmases – a comedy that focuses on the challenges of blended families. "I think the most important thing is the children. What do they want, what makes them feel comfortable?"

Parenting Skills

In the film, Witherspoon plays the daughter of divorced parents who, at first, lacks any parenting skills. Could Witherspoon relate?

"When I first held my baby, Ava, [that] was the first time I'd ever held a baby in my life," she said. "So I understand that sort of fear or not being a good mom. It took me a long time to feel really comfortable in the role of being a mother." (In addition to Ava, now 9, Witherspoon and Phillippe also have a son, Deacon, 5.)

As for marriage, "I [had] a certain idea what I thought marriage gives," says the actress – who's now dating Jake Gyllenhaal, 27. But "sometimes it doesn't work out that way so you have to be open to whatever comes your way in life. … Love and relationships take all kinds of shapes and it's not necessarily the ones you recognize."

So, would she ever get married again? "I don't know," she says, laughing. "I don't think about it much."

CMA Sightings

Miranda Lambert, gushing about meeting one of her biggest fans: Reese Witherspoon! "She stopped me in the hall and she told me she liked my music," Lambert told us. "I was like, 'You know who I am?' She actually said that she and her boyfriend – who just happens to be Jake Gyllenhaal – love 'Home,' my boyfriend Blake Shelton's song."

Keith Urban and Nicole Kidman, dropping by the Capitol Records party (briefly) at Lime, one of Kidman's favorite Nashville restaurants. Next stop for the partyhoppers: Ronnie Dunn's very musical bash at his Nashville barn. George Strait entertained the crowd with classic songs and even brought up Reese Witherspoon for "Jackson", reprising the duet she sang as June Carter in 2005's Walk the Line. Martina McBride took a turn on the mic, too, belting out the Rolling Stones' "You Can't Always Get What You Want" and playing a pink tambourine. Also at the bash: Dunn's musical partner Kix Brooks and Dierks Bentley.

Sighting

Reese Witherspoon Coming Back for More - CMA Awards That Is!

Nashville native Reese Witherspoon is the first presenter announced for the Country Music Association Awards held next month in Music City.

Witherspoon presented at the 2005 CMA Awards with Joaquin Phoenix, her costar in the Johnny Cash biopic Walk the Line, for which she won the Best Actress Oscar for her role as June Carter Cash.

Brad Paisley and Carrie Underwood will co-host the 42nd Annual CMA Awards, airing live from Nashville on Nov. 12 at 8-11 p.m. EST on ABC. Performers will include Kenny Chesney, Keith Urban, Alan Jackson, Taylor Swift, the Eagles and Sugarland.

Sighting

LOVEBIRDS: Reese Witherspoon, buying a Trudie camisole and shorts while shopping with Jake Gyllenhaal at a Myla boutique in London.

Go Behind the Scenes of Reese Witherspoon's Vogue Shoot

Watch here! Reese Witherspoon may be lucky to have boyfriend Jake Gyllenhaal and co-star Vince Vaughn in her life, but they aren’t the only special guys. Vogue captures cover girl Witherspoon with Nina Ricci creative director Olivier Theyskens, who famously outfitted the Oscar winner for the Golden Globes in 2007 in a slim yellow strapless dress. Click here to see more behind the scenes video and read Vogue’s interview with Reese as she sounds off on her style, her love life and her new film at Vogue.com.

Reese Witherspoon: I'm 'Lucky' in Love with Jake

They’ve cozied up in Morocco and watched fireworks in Paris: It's good to be with Jake Gyllenhaal, says Reese Witherspoon.

"He's very supportive," the Oscar winner, 32, tells Vogue in its November issue. "Suffice it to say, I'm very happy in life, and I'm very lucky to have a lot of really supportive people around me who care very much for me, and, you know, that's all you can hope for in life. I am very blessed in that way."

Gyllenhaal, 27, isn't the only man she's been spending time with. While on the set of her upcoming comedy Four Christmases, Witherspoon couldn't resist costar Vince Vaughn's sense of humor.

"Vince is the funniest person I've ever worked with in my entire life," she says. "There were days when we were shooting things, I would laugh so hard it would ruin the take, and I was afraid I was going to pee on myself, it was so funny."

Witherspoon – whose divorce from Ryan Phillippe was finalized in June – says she related to the film’s story of a husband and wife who must spend four different Christmases with their divorced parents.

"You don’t see the blended-family Christmas very much [in movies]. And it really is a complication in a lot of people’s lives now," she says. "I didn’t grow up like that. I mean, my parents are still married, and my grandparents stayed married, but it’s a situation my own children" – Ava, 9, and Deacon, 4 – "will have to deal with."

Jake and Reese Get Cozy in Marrakech

Reese Witherspoon and Jake Gyllenhaal have taken their romance overseas: The couple were spotted stepping out together in Morocco over the weekend.

On Saturday, the pair strolled hand-in-hand, checking out bazaar stalls before stepping into the shade for lunch in Marrakech, according to French Web site purepeople.com. On Sunday, the couple reportedly stayed back in their suites at the fabled 5-star Amanjena Hotel, a spring fed luxury oasis resort with a view of the Atlas Mountains.

Witherspoon's visit to Morocco, where a seriously buffed out Gyllenhaal is filming Prince of Persia: The Sands of Time, comes less than a month after the couple spent an extended Bastille Day holiday in Paris.

Sightings

REESE Witherspoon and Jake Gyllenhaal holding hands near the Six Point beer tent at McCarren Pool in Brooklyn during the Deerhunter and Black Lips free concert.

Reese and Jake: We Are Not Engaged

Reps for Reese Witherspoon and Jake Gyllenhaal are denying tabloid reports that the couple are engaged.

"They are not engaged, getting married or any of the reports," the reps tell PEOPLE exclusively, calling the reports "lies."

Witherspoon, 32 and Gyllenhaal, 27, began quietly dating in April 2007. They recently were seen together in Paris with Witherspoon's kids.

Astronaut Wants Reese Witherspoon as His Wife - On Screen

Buzz Aldrin may have been the second man on the moon, but he's also got his eyes set on Hollywood – especially Reese Witherspoon.

The former astronaut, 78, is in talks for a proposed film about the battles he faced after his Apollo flight – and his subsequent love story, he told reporters Thursday at the New York premiere of the animated 3-D feature Fly Me to the Moon. Aldrin did voice work for the film.

As for casting the role of his wife of 20 years, Lois, Aldrin envisions Oscar-winner Witherspoon, 32.

"Lois likes Reese Witherspoon," he says, "because she played a similar part in Walk the Line."

In that 2005 film, Witherspoon played June Carter, wife of the erratic country legend Johnny Cash – and the woman who rescued him from the throes of substance abuse.

"My experiences post-flight were ones of not being very productive for quite awhile – depression and alcoholism, things like that," says Aldrin. "I was trying to recover from that and ran into [Lois] afterwards."

Asked if Lois straightened him out, Aldrin responded with a laugh. "Nah," he insists, "I was already straight."

2008 Teen Choice Award Nominees

This is the 10th annual incarnation of the adolescent-friendly kudos, which spreads the wealth among film, TV, music, comedy, sports and fashion. Fox will broadcast the two-hour bonanza Aug. 4.

Cameron Crowe Returns with Reese Witherspoon in Tow

Cameron Crowe is set to direct Ben Stiller and Reese Witherspoon in an untitled romantic comedy.

And that's all that anybody knows.

According to Variety, Columbia Pictures beat four rival studios for the film, which will be produced by Scott Rudin.

The only other hint offered in the trade paper is that the project, which Crowe will write, direct and produced, is contemporary. That shouldn't be surprising for the director of "Say Anything" and "Jerry Maguire," though Crowe won an Oscar for mining his own past in "Almost Famous."

This will be Crowe's first feature since 2005's "Elizabethtown" failed to generate either box office or warm reviews.

Stiller is currently finishing work on "Night at the Museum 2: Escape From the Smithsonian." He can next be seen in the August comedy "Tropic Thunder."

For her part, Witherspoon was last seen by a few people in "Penelope" and "Rendition." The "Walk the Line" Oscar winner has "Four Christmases," co-starring Vince Vaughn, opening later this year.

REESE’S PIECES

Reese Witherspoon, picking up a pair of jeans, a shirt, a blouse, a belt and a clutch at Martin + Osa in the Century City Mall in Los Angeles.

Reese Witherspoon teaches her kids to give with Avon work

Reese Witherspoon is all set for a low-key Mother's Day this weekend.

She'll be lunching with her mom, Betty Reese, and kids, Ava, 8, and Deacon, 4. But as a paparazzi target, the Oscar winner knows she can't count on a disruption-free holiday, even though she's careful not to reveal a single specific detail about their plans — not even the state.

Despite that obvious drawback of fame, she still sees some pluses — and so do her kids. They have "always kind of known me to be who I was, and if people know Mom at the grocery store, I think they kind of like it," says Witherspoon, 32. "Obviously, if you're not having the greatest day, it's not always easy, but for the most part, (fame) brings a lot of positive things into our life."

Among them, she says, is her role as global ambassador for Avon. Her duties include honorary chairwoman of the Avon Foundation, which focuses on breast cancer, domestic violence and emergency relief. On Sunday, she hit the pavement for the last mile of the Avon Walk for Breast Cancer's Washington leg. The walk raised more than $8 million for research and outreach.

"I've always been very focused on creating positive images and doing things to give back to women," Witherspoon says.

And she says the spirit of helping is rubbing off on Ava, who traveled to New Orleans with her for this year's Idol Gives Back special.

"She has a very giving spirit, so it's great to encourage that," Witherspoon says. "There's a great responsibility to educate your children and show them what's important in life, which includes giving back."

Vaughn, known for improvising on set, proved to be a valuable ad-lib partner for Witherspoon in the comedy, due at Thanksgiving.

"We had a great time riffing off each other," she says. "Sometimes I would just cry from laughing so hard."

Producer Pal: Jake 'Really Loves' Reese

Just how serious is Jake Gyllenhaal and Reese Witherspoon's relationship?

"I just think he loves her," Gyllenhaal's producer pal Ryan Kavanaugh told PEOPLE at the 23rd Annual "Salute to Youth" dinner in Los Angeles on Thursday.

Kavanaugh produced the actor's upcoming film, Brothers, which he calls a "passion project."

"[Jake] has obviously had his fair share of dating," Kavanaugh says of Gyllenhaal's romantic life. "I think eventually you come to a place where you know what you want and seeing what we saw on the set, he was certainly completely devoted to her and really loves her."

Over the course of the film, the producer really got to know Gyllenhaal, 27. "He's awesome," says Kavanaugh. "He's a true artist and a really good guy. We used to workout every morning before going on the set so he became a good friend, too."

Hot Plates

Reese Witherspoon and Cindy Crawford, having dinner separately at STK in Los Angeles.

`Idol Gives Back' attracts A-list celebs

"American Idol" — and just about everyone else in Hollywood — were in a very giving mood.

"Idol Gives Back," the Fox singing competition's charity event, was taped Sunday night at the Kodak Theatre and is scheduled to air Wednesday. The star-studded gala kicked off with "Idol" finalists performing Rihanna's "Don't Stop the Music," while performers from "So You Think You Can Dance" twirled in the background.

"Idol" host Ryan Seacrest served as master of ceremonies of the event, which featured several live musical performances and celebrity appearances by Billy Crystal, Robin Williams, Peyton and Eli Manning, Jimmy Kimmel, Sarah Silverman, Reese Witherspoon and Brad Pitt.

"Tonight isn't just about raising money," Pitt told the screaming crowd. "Sometimes, to help people, we've got to travel outside of our comfort zone to really understand another situation."

One highlight was a duet by Fergie and Heart. They performed a lively but shorter-than-usual rendition of Heart's "Barracuda," which featured The Duchess launching into two cartwheels on stage.

"`Barracuda' is usually five minutes long, so we were sweatin' it with the arrangement, and so was Fergie," Nancy Wilson said backstage. "We had two chances to get it right. The first two times we got it very wrong. We actually did it right when it mattered."

Other performers included Snoop Dogg and Charlie Wilson, John Legend, Miley Cyrus, Annie Lennox, Mariah Carey, Carrie Underwood, Gloria Estefan and Sheila E. Instead of singing one of her own songs, fourth-season "Idol" winner Underwood opted to croon George Michael's "Praying for Time."

"It's not about self-promoting," Underwood said backstage. "It's not about singing your latest single. It's not about trying to be the most-downloaded whatever on iTunes. It's all about getting people to call in and do something."

Celebrities including David and Victoria Beckham, Kiefer Sutherland, Ellen DeGeneres, Jim Carrey and Whoopi Goldberg appeared in pre-taped segments encouraging viewers to make donations. Hillary Rodham Clinton, John McCain and Barack Obama also appeared in pre-taped messages.

Beneficiaries this year include the Global Fund, Malaria No More, Children's Health Fund, Save the Children, Children's Defense Fund and Make It Right, Pitt's campaign to help New Orleans recover from Hurricane Katrina.

"There's plenty of times when I say, 'What a strange situation I've found myself in,' " he said. "But at a certain point you know it's going to happen, so you are prepared."

Phillippe, 33, split from Witherspoon – the mother of his two children, Ava, 8, and Deacon, 4 – in October 2006. The actress's new romance first made headlines last March, when she and the Brokeback Mountain star were spotted dining at L.A.'s Il Sole.

As for Phillippe's own love life, the actor – who's been linked to actress Abbie Cornish – remained reticent. "It's just something I would really rather not address," he told the paper. "It has to be a 'no comment.' "

He also insists that despite a painful divorce, he isn't ruling out a second marriage.

"I can see doing it again, yeah," he said. "And I can certainly see possibly having children again. I'm pretty young, and there are many beautiful things about that idea of marriage and family. It just doesn't always work out perfect for everybody."

Reese, Rogen's Monsters Mashup

Reese Witherspoon won an Oscar channeling June Carter Cash. But her next role will be a real stretch.

The 5-foot-2 actress has landed the lead voice role in DreamWorks Animation's next computer-generated cartoon, Monsters vs. Aliens, playing a giant in the spoof of '50s sci-fi flicks, the studio announced Tuesday.

"I got very inspired when the studio showed me storyboards," the actress told USA Today from ShoWest, the annual film exhibitors confab in Las Vegas. "Playing a larger-than-life woman has given me my own opportunity to make tall jokes."

Witherspoon leads an all-star cast in the would-be blockbuster, voicing the role of Susan Murphy, a California girl who gets hit by a meteor on her wedding day and mysteriously grows into the 49-foot freak who becomes known as Ginormica.

Also on board: Knocked Up's Seth Rogen as B.O.B., an indestructible goo akin to the big-screen Blob; Stephen Colbert, who's taking time out from his Tek Jansen animated adventures to play—aptly enough—the president of the United States (looks like Colbert's campaign was a success, after all); Arrested Development's Will Arnett will play the macho half-ape, half-fish Missing Link; House's Hugh Laurie is set for the insect-headed Dr. Cockroach; The Office's Rainn Wilson has signed on to play the evil alien Gallaxhar; 24's Kiefer Sutherland will be General W.R. Monger; and Rogen's Knocked Up costar Paul Rudd plays Susan's fiancé, Derek.

Ginormica is captured by the military and held in a secret government prison along with various other "monsters" deemed a threat to society. That is, until a mysterious alien robot makes a landing and starts wreaking havoc (à la The Day the Earth Stool Still). General Monger then unleahses the monsters to fight the aliens and save the planet.

Codirected by Rob Letterman (Shark Tale) and Conrad Vernon (Shrek 2), Monsters vs. Aliens is due out Mar. 27, 2009. It will also be the first film DreamWorks plans to unleash in its Ultimate 3-D format, which it recently developed in-house.

"It is nothing less than the greatest innovation that has happened for all of us in the movie business since the advent of color 70 years ago," he gushed during an address to exhibitors. "Now it's our chance to deliver something that is far superior than anything that can be done in the home."

Katzenberg previewed a clip from Monsters vs. Aliens featuring an attack by the U.S military on a space ship while the president fired a pistol and yelled, "I'm a brave president!" Independence Day-style.

Audiences will still have to sport funky 3-D specs, but Katzenberg claimed that unlike the old-school 3-D, no one will be going cross-eyed from the new process.

It's projected that more than 10,000 theater screens will be equipped in the next three years with digital 3-D systems. So far, only about 4,600 of the 38,000 screens in North America are digital.

However, the move to 3-D will have one negative impact on moviegoers: higher ticket prices. The new dimensionalization process increased the Monsters vs. Aliens budget by at least $15 million, but Katzenberg noted that audiences will gladly fork over a few more bucks for a "premium experience."

Indeed, filmgoers shelled out more for the live-action 3-D Hannah Montana/Miley Cyrus: Best of Both Worlds Concert Tour, which broke records at the box office, grossing $61 million in limited release.

But Monsters vs. Aliens isn't the only 3-D adventure in the pipeline.

Over the next two years, several studios have such films in the works, including New Line's Journey to the Center of the Earth 3D; James Cameron's highly anticipated sci-fi epic Avatar, for 20th Century Fox; DreamWorks Animation's How to Train Your Dragon (which was pushed to spring 2010 to avoid competing for screens with Avatar); and Disney's Toy Story 3, which will be accompanied by rereleases of the first two Toy Story movies in 3-D.

Distracting Duo

ARE overly-cute lovebirds Jake Gyllenhaal and Reese Witherspoon really that busy? An audience member at the Sunday matinee of "August Osage County" looked on in shock as the usually cuddly couple kept their heads down "texting on their BlackBerrys the entire time." It was probably good they "snuck out" at intermission - we're told the other Broadway theatergoers were "much more interested in watching them than the stage."

Reese Witherspoon backs bracelet sales for women fund

Sales of a bracelet will go towards a U.N. fund to combat violence against women under a plan announced on Tuesday by the United Nations, the Avon cosmetics company and movie star Reese Witherspoon.

Avon Products Inc., the world's biggest direct seller of cosmetics, has pledged to match the first $500,000 in sales of the bracelet to benefit the fund aimed at ending a problem activists say affects one woman in three worldwide.

Witherspoon showed off the "women's empowerment bracelet" at a U.N. news conference, saying its clasp in the shape of the infinity symbol -- a horizontal figure of eight -- represented "a future without limitations for all women."

Joanne Sandler, head of the U.N. women's agency UNIFEM, said the public-private partnership -- a model favored by Secretary-General Ban Ki-moon -- would bring "badly needed resources" to the U.N. Trust Fund to End Violence against Women.

Describing violence against women as a "hidden pandemic," Sandler told the news conference that in the United States alone lost productivity and earnings due to violence by domestic partners cost almost $1.8 billion a year.

The bracelets will cost $3 and be sold by Avon's network of 5.4 million sales representatives around the world, primarily women who run home-based businesses.

Avon chief executive Andrea Jung said the money raised would help UNIFEM improve implementation around the world of laws and policies dealing with violence against women.

Past efforts have included grants to help India's legal system implement a new domestic violence law and to assist the Rwandan government to establish a special police unit to investigate cases of violence.

Witherspoon, 31, who won a best actress Oscar playing country singer June Carter in "Walk the Line" but is a producer of her latest movie "Penelope," said she hoped to "use my recognizability for a cause that I think is very important."

Asked about violence against women portrayed in Hollywood, she said her response was to "really depict women that I see socially, women who are strong and accomplished and self-respecting."

She left it to Jung and Sandler to answer a reporter who asked whether Western cosmetics and the way Witherspoon herself was dressed -- she was wearing a short-sleeved, v-necked black dress -- might alienate people in conservative countries.

"People like Reese Witherspoon have such a powerful message, such a powerful resonance with so many women and men that actually one kind of transcends, I think, that issue," Sandler said.

Reese & Jake Share a Steak

Reese Witherspoon and Jake Gyllenhaal enjoyed a romantic evening out with friends at New York City restaurant Prune Sunday night, onlookers tell PEOPLE.

Witherspoon, 31, and Gyllenhaal, 27, who was introducing his girlfriend to the restaurant where he's a regular, "looked really happy," says a source.

Dining with a group of six, the couple, who shared the restaurant's dry-aged ribeye steak for two, "were really cute,” adds the source. "They were really sweet together and they looked really in love."

Spotted in SoHo earlier in the day, Gyllenhaal toted a bag out of A.P.C. with the Penelope star following closely behind.

As for their whole dinner party, an onlooker says, "They were all laughing and sharing items from the menu ... They were a lively group."

Idol Gives Back Bono, Brad, Reese

American Idol may taketh away, at least in terms of its rapidly dwindling pool of contestants, but it's also gearing up to giveth back, with more than a little help from its star-studded friends.

Fox has unveiled the first batch of A-list supporters to have signed on to appear in the show's second annual "Idol Gives Back" special this spring, which will once again raise awareness and funds for a slew of U.S. and international charities.

Brad Pitt, Reese Witherspoon and Super Bowl brothers Peyton and Eli Manning are among the non-performers scheduled to appear on next month's two-hour special, while Fergie, Miley Cyrus, Mariah Carey, Annie Lennox, John Legend and Snoop Dogg are set to represent the more musically minded of big-hearted stars.

Of course, no star-studded humanitarian effort would be complete without a requisite appearance from Bono, who is also on board for the charity special.

It's unclear in what capacity the latter list, U2 frontman included, will appear, whether in pleas for donations or as performers.

American Idol has also enlisted some of its own to aid in its charity special, with season four winner Carrie Underwood and season five also-ran Chris Daughtry attached to appear.

The list of big-name do-gooders, which, as always, includes judges Simon Cowell, Randy Jackson and Paula Abdul and host Ryan Seacrest, will no doubt grow longer as the event grows nearer.

Taking the goodwill one step further, Idol producers also held off on that week's contestant elimination, though the stay didn't last long, with two wannabes facing the chopping block the following week.

This year, by the time the charity show rolls around, the contestants will have been whittled down to a top eight, all of whom will perform during the special. Possibly hinting at things—and songs—to come, last week it was announced that the Idol producers had finally been granted access to the Beatles' songbook, a goal which had been long desired and requests for which were previously unheeded by the Fab Four's music publisher.

While last year's two-hour show was spread over the course of two nights, this time around, "Idol Gives Back" has been condensed to a one-night, but still two-hour, show. It airs Apr. 9.

Meanwhile, rounds continue this week, with the top eight men and eight women performing. On Thursday, four more contestants will be eliminated, leaving just 12 wannabes remaining in the competition.

'Penelope' catches a whiff of fairy-tale fun

A pleasant but slightly bland Christina Ricci stars in a contemporary fairy tale about overcoming a curse and accepting oneself. But that ground has been covered more entertainingly by the Shrek franchise. Though the film has a strong cast, humor and a satirical take on celebrity culture, the story is spotty.

Penelope is born with a silver spoon in her mouth but a cursed countenance, thanks to a vengeful witch. She sequesters herself in her parents' estate and stays buried in books and music. Her mother (Catherine O'Hara) is determined to lift the curse, which can happen only if Penelope finds love.

A tabloid reporter (Peter Dinklage) hires Max (James McAvoy) to pose as a suitor. Max and Penelope bond, but he pulls out of the deal. Upset, she ventures out, meeting the free-spirited Annie (Reese Witherspoon).

While uneven, this Ugly Duckling redux is hipper and funnier than a Disney movie, and the positive message to young girls can't be discounted.

"Penelope" shows Witherspoon's nose for producing

Reese Witherspoon has won a best actress Oscar and is among Hollywood's A-list actors, but for her latest film "Penelope," the global star took a small supporting role so she could focus on a new job -- producer.

"Penelope," which debuts in major U.S. cities on Friday, has been a pet project for the star who, along with producing partner Jennifer Simpson, worked four years to develop and make the quirky contemporary fable about a rich girl, played by Christina Ricci, who is cursed with a pig's nose.

"This was the first film that we found the script, found the director and did all the heavy lifting," said Witherspoon.

Her company, Type A Films, also produced "Legally Blonde 2: Red, White & Blonde." But on that movie, Witherspoon took the starring role and was credited as executive producer, which is often more of an advisory role. As producer on "Penelope," Witherspoon was involved in various ways including script development, casting, production, editing and distribution.

The 31-year-old producer said the story of "Penelope" was perfect for a Type A personality because, among other reasons, it spoke to some big issues yet centered on a young woman.

"It had a really great female character who was strong, ambitious, but definitely had a journey to go through to get to the place where she would find herself," Witherspoon said.

Penelope's wealthy socialite parents unsuccessfully try to break a family curse by marrying off their disfigured daughter to a rich suitor. But the lonely girl meets a handsome stranger (James McAvoy) and decides to flee her gilded cage.

Out in the real world for the first time, Penelope is befriended by free spirit Annie (Witherspoon) who whisks her new girlfriend around London on the back of a scooter, ultimately helping to restore Penelope's self-esteem.

ACTOR TO PRODUCER

If the role of Penelope sounds like it might have worked well for Witherspoon, a petite blonde who won her Oscar playing country singer June Carter in "Walk the Line," the star would not disagree. She said she thought about taking the lead role, but other commitments kept her from doing so.

"It's very freeing to play a supporting character," she said. "Those are the kind of parts I came up playing, so it was kind of nice to return to that."

Having decided against playing the lead, Witherspoon the producer began casting. She said Ricci was her first choice, and added that she had always admired the fellow actress' fierce intelligence and sharp wit.

"We grew up auditioning together so it was great to finally have that collaboration we had talked about for so many years," Witherspoon said.

As for "Atonement" star McAvoy, she admits to being lucky to enlist him before that Oscar-nominated romantic drama put the actor on the list of stars on the rise in Hollywood.

"We were just lucky to get James. He's become this big movie star now. I tease him and say, "'I got you when you were cheap.' I'll never get him again," she said.

Witherspoon sees producing as a natural progression after being on movie sets for 15 years.

"I got to learn a lot ... things I don't normally get to touch," she said.

`Penelope': This little piggy's adorable

No offense intended, but a pig snout is very becoming on Christina Ricci.

The actress is lovably adorable in the adorably lovable "Penelope," a fairy-tale romance that's a perfect mix of Ricci's oddball sensibilities and her inherent sweetness.

The film further establishes the tremendous range of James McAvoy, proving that the co-star of such heavy dramas as "Atonement" and "The Last King of Scotland" is just as engaging as a leading man in a sunny comedy.

Adding to the fun is producer Reese Witherspoon popping up in a small role and clearly having a blast just hanging in the background as the story of Penelope the pig-faced girl plays out.

You could hardly find a more different role than the one Ricci played in her last release, "Black Snake Moan," in which she spent much of her time chained to a wall by Samuel L. Jackson, who was trying to mend her character's slutty ways.

Like a storybook of old, "Penelope" offers a pithy prologue establishing long-ago events and the repercussions they have in the present.

An ancestor in the patrician Wilhern family gravely wrongs a servant girl, bringing down a gypsy curse that all female heirs to the clan will be born with the face of a pig. The only cure to their affliction: To earn the love of one of their own.

Five generations pass with only male heirs, until Penelope (Ricci) is born to Jessica and Franklin Wilhern (Catherine O'Hara and Richard E. Grant). Horrified by her daughter's appearance, Jessica keeps the girl in hiding until adulthood, when packs of potential suitors that might lift the curse come calling — and just as quickly run screaming at their first glimpse of Penelope's snout.

One such suitor (Simon Woods) goes public with tales of a fanged pig creature at the Wilhern mansion. His story grabs the attention of Lemon (Peter Dinklage), a news photographer whose encounter with the Wilherns years earlier cost him an eye.

Lemon enlists the help of down-on-his-luck aristocrat Max (McAvoy) to pose as a suitor and obtain photos of the monster.

What follows is a smart, funny, endearing twist on "Beauty and the Beast," with Ricci and McAvoy showing boundless charm and chemistry as possible lovers whose secrets run much more than skin deep.

Witherspoon turns up as a saucy, Vespa-driving messenger who befriends Penelope when she goes on a "Red Riding Hood" quest into the big, bad real world. The two short, effervescent actresses could be sisters, Ricci's bubbly manner and intonations reflecting Witherspoon's own girly disposition.

The movie touches on current issues — paparazzi and celebrity culture — but this is a story out of time and place, unfolding in a bubble where a dwarf with an eye patch can stalk a girl with a pig's nose without attracting undue attention.

First-time director Mark Palansky and screenwriter Leslie Caveny, a TV sitcom veteran, spin a breathlessly paced little ditty that doesn't have an empty moment and offers a few pleasant surprises along the way.

One of the best comic actresses ever, O'Hara takes on a part that could have been a flat, tedious mom role but which she turns into a hilarious whirlwind of misguided motherhood. Nicely complementing O'Hara's bluster is Grant's matter-of-fact resignation that he's got a little piggy for a daughter.

"Penelope" also shows that filmmakers need to find more uses for Dinklage, the star of 2003's "The Station Agent" who, like O'Hara, takes what could have been a plain old heavy-with-a-heart character and makes him a sympathetic person.

Ricci's Penelope is such a sweetheart — yearning but realistic, cynical but hopeful — that anyone who stuck with her through even the beginnings of a conversation quickly would overlook her snout, which actually is more pug-nosed cute than bestial (Witherspoon rivals her for cuteness in one scene when she goes to a costume party dressed as a bee).

The whole beauty lies within thing is the movie's timeworn message, but it unfolds in such an original and unassuming fashion that "Penelope" feels springtime fresh.

"Penelope," a Summit Entertainment release, is rated PG for thematic elements, some innuendo and language. Running time: 90 minutes. Three and a half stars out of four.

Witherspoon produces 'Penelope'

She might be a tad shy about cracking the whip on set, but Reese Witherspoon is every bit the shot-caller. "I hate being in charge, so I'd say I'm more of a collaborator," laughs the producer and co-star of the independent film "Penelope," opening February 29. "I don't want to be the one to tell (the crew) that they have to stay for two extra hours or come in at 6 o'clock in the morning."

Witherspoon's production company, Type A Films, grossed $125 million worldwide five years ago with its first project, "Legally Blonde 2: Red, White and Blonde." Now Witherspoon, 31, is back in the producer's chair with the magical love story "Penelope." "When my producing partner, Jennifer Simpson, brought me the script, I just loved the idea," she remembers. "There's a great girl at the center of the story who's sassy and funny and smart and opinionated, yet she has obstacles to overcome."

Witherspoon starred in "Legally Blonde 2," but this time she handed the title role to Christina Ricci in exchange for a smaller role as Annie, "the friend." That allowed her to focus on working behind the camera with her first-time feature team, including television-turned-movie scribe Leslie Caveny and director Mark Palansky.

"Since I didn't have to be in every scene, I was able to spend a lot of time planning shots," she said. "One day, we were trying to shoot 20 close-ups before the sun went down and I thought, 'Oh, we can use the dolly and shoot from this side.' That's when I realized how much I've absorbed from just being on the set for so many years."

Witherspoon commands $15 to $20 million per picture after winning a best-actress Oscar for her performance in the Johnny Cash biopic "Walk the Line." So what's it like to have that golden statue on the mantel?

"It's a great feeling," beams Witherspoon, who's already on to her third production, "Four Christmases," in which she'll co-star alongside Vince Vaughn. "For me, going to the movies is about laughing, having fun and seeing the guy kiss the girl. Life is hard for people and I try to make movies that are a reprieve. I want to put positive things into the world."

Reese: I Hope the Paparazzi Don't See My Butt

Although she routinely graces fashion magazine covers, Reese Witherspoon has her share of insecurities – and never more so than when she's photographed in a bathing suit.

"I hate that the paparazzi takes my picture when I'm on vacation," she tells Extra. "Oh, my god, did they see my butt? I hope they did not see my butt."

Witherspoon, 31, who costars with Christina Ricci, 28, in Penelope – about a woman (Riccci) with a pig-like nose – says she faced challenges with her looks starting in childhood.

"I wore giant Coke-bottled glasses as a kid, so I was four eyes," she tells Entertainment Tonight. "Because I was short, I was the last one to be developed – which is a horrible thing to be as a girl. It taught me so much. I never cold make the sports teams. So I always had to be funny if I was going to be anybody's friend or get any attention."

But, she adds, "These experiences are very formative. It's great to have to struggle in some ways. You learn this later. ... It really makes you who you are."

Ryan Phillippe Opens Up About Divorce from Reese

Ryan Phillippe calls his divorce from Reese Witherspoon, after seven years of marriage, "the darkest, saddest place I had ever been."

The actor, 33, tells W magazine, "There were a good four or five months of not being able to get out of bed. It was the worst time in my life."

But that was then. "You get through it," Phillippe says now. "It's a process that's not easy, but I get less and less sad about it every day."

The marriage produced two children for the couple: Ava, now 8, and Deacon, now 4. The pair's split prompted speculation that acting couples cannot peaceably co-exist – especially when the woman earns more than the man (let alone wins an Oscar). Phillippe acknowledges that theory, but doesn't necessarily buy its premise.

"I certainly understand the level of interest that comes along with a public marriage, and with being married to someone like Reese, who so many people love with good reason. People want answers," he says. "But I think sometimes they wouldn't be happy with what the answers would be."

Complicated Reasons

Instead, he says, the reason for the breakup was "far more complicated and far less interesting than it's made out to be. To look and search for these salacious reasons, to pin it on a person, or a moment in someone's life, it's not realistic."

Though the drama of the divorce has died down – and he and Witherspoon, 31, "have done a really good job at keeping things peaceable and completely focused on" the children – "I spend a lot of time just holed up in my house in Los Angeles," he says. "I don't really go out because I know it's going to turn into a photo shoot."

Though Phillippe is in the new movie Stop-Loss, a drama about Iraq war soldiers, he admits that the main reason he's of interest to the paparazzi "is because I was married to the highest-paid actress in the world. Even though I'm not with her any longer, there is a certain amount of notoriety that I guess sticks beyond."

He concludes, "It's just not interesting to me. It's not how I want to be defined."

Reese Witherspoon: 'Not Enough Hours in Day' with Kids

How does Reese Witherspoon stay grounded? By having children who've barfed on her shoes before award shows.

Nevertheless, the Walk the Line Oscar winner – and now-single mother of 8-year-old Ava, and 4-year-old Deacon – says she's glad she's got time at home with them.

"Like every working parent, I sometimes feel that there are not enough hours in the day," Witherspoon, 31, tells Marie Claire for its February issue. "But overall, I'm very fortunate that my job has a lot of flexibility. I spend a lot of time with the kids, just around the house. They're still pretty young, so I feel like what I can mostly do is listen to them and be there for them."

As a mom, she says, "I worry about my kids growing up and how the world might hurt them. But at the same time, I absolutely do not worry about them growing up – because they have great values and a great sense of self."

The New Orleans native learned her parenting skills from her own mother and father, who were both doctors.

"I had parents who believed I could do anything – and I know how that made me feel," says the actress "I think both my parents, having careers in the medical profession, feel they are helping people on a daily basis, and that was inculcated in me as a value. I had to struggle with giving up the idea of becoming a doctor myself."

As for fun around the house – besides messing up mommy's shoes – Witherspoon says her family’s guilty pleasures are "game shows like the new Crosswords and Deal or No Deal. And Are You Smarter Than a 5th Grader? is very popular in my house."

Reese Witherspoon tops list of most-liked celebs

The actress proved to be the most-liked celebrity among ten women who regularly found their way onto magazine covers and into gossip columns in 2007, according to a poll on Friday.

For its E-Score Celebrity survey, E-Poll Market Research asked more than 1,100 people ages 13 and older whom they found the most appealing, confident, glamorous, interesting and over-exposed, among other qualities.

Witherspoon, 30, who has been in the spotlight since winning an Oscar for playing country singer June Carter in "Walk the Line," topped the list with a personal appeal rating of 74 percent, followed by former "Friends" TV star Jennifer Aniston at 70 percent.

The Oscar winner has not had any major movie hits since "Walk the Line," but has been the focus of numerous headlines and stories this year due to her divorce from actor Ryan Phillippe and subsequent involvement with Jake Gyllenhaal, her co-star in "Rendition."

That movie, an espionage thriller, has proved to be a major disappointment at box offices taking in only $17 million so far in global ticket sales.

Meanwhile Angelina Jolie, who is now the companion of Aniston's ex-husband Brad Pitt, was the No. 3 most appealing celebrity at 53 percent.

Actress/singer Jennifer Lopez was behind her with a 52 percent rating, while Katie Holmes followed at 32 percent and behind her was former Spice Girl Victoria "Posh Spice" Beckham in the No. 6 position with a rating of 28 percent.

Troubled celebrities of 2007 -- Paris Hilton, Nicole Richie, Lindsay Lohan and Britney Spears -- who all have battled drug and alcohol abuse and run into legal problems, rounded out the list with Hilton the least-liked.

She had a low 9 percent appeal rating, and was deemed to be the most over-exposed. Only one notch above Hilton was pop singer Spears with 11 percent likeability and a 68 percent over-exposed rating to Hilton's 75 percent.

Reese Witherspoon is top-earning actress

Even though her latest film, "Rendition," was a flop, Reese Witherspoon is a moneymaker.

The 31-year-old Academy Award winner commands $15 million to $20 million a movie, placing her at the top of The Hollywood Reporter's annual list of the highest-paid actresses.

Angelina Jolie came in second with similar salary demands, though the animated "Beowulf" earned the 32-year-old actress far less — just $8 million.

Cameron Diaz was third, with a $15 million-per-movie price tag. Nicole Kidman dropped to fourth place, two spots lower than last year, with an asking price of $10 million to $15 million a film.

Renee Zellweger and Sandra Bullock also get $10 million to $15 million paychecks. So does Julia Roberts, who hasn't appeared on the big screen since 2004. Her next film, "Charlie Wilson's War," is due in theaters in December.

Rounding out the top 10 are Drew Barrymore and Jodie Foster, who ask $10 million to $12 million per project, and Halle Berry, who gets $10 million a picture.

The salary list appears in The Hollywood Reporter's "Women in Entertainment: Power 100" issue, on newsstands Tuesday.

Public Romance

IT'S getting hot between Reese Witherspoon and her flame, Jake Gyllenhaal. The single mom looked stunning on Thursday night at Comme Ca on Melrose in Los Angeles, where she and Jake "walked in together around 7:45 and had a long romantic dinner." Our spy said the previously shy duo "kept leaning over the food at their table and kissing and holding hands," before leaving the restaurant around 10 p.m.

Reese Witherspoon & Jake Gyllenhaal Take a Romantic Retreat

Reese Witherspoon and Jake Gyllenhaal must've picked up a taste for wine – and for each other – when they were recently in Italy together, because just three weeks after returning from that trip, the two were off among the grapes again, this time in California's wine country.

As PEOPLE reports in its latest issue, Witherspoon, 31, and Gyllenhaal, 26, checked into the Carneros Inn in the Napa Valley last Sunday, and went on to spend a cozy 24-hours in one of the resort's private homes.

"They were very affectionate with one another," says an onlooker. "They were cuddling, and he kept giving her little kisses."

The two even bailed on a couples massage in favor of an evening in, the source says, adding, "It was clear they wanted to be left alone."

It Started in Spring

Although initially careful to avoid the spotlight when they first began dating, Witherspoon and Gyllenhaal's relationship first got noticed when they were spotted March 23 dining with two other couples at Los Angeles's Il Sole – where they were "being playful," an observer said at the time.

Although the pair didn't have much screen time together while filming Rendition for eight weeks in Morocco, during a reshoot in L.A., "Jake went and reintroduced himself to Reese," a source close to both actors told PEOPLE.

From there, said a friend of Witherspoon's, "Things slowly progressed, but it was never something she thought would happen from the start. She just kind of developed this little crush over time."

Only by June, that crush had been crushed: "They just recently broke up," a source in Witherspoon's circle told PEOPLE. "It's totally and completely over."

Except, little by little, the pieces started coming together again.

"Jake's cute," Ellen DeGeneres told Witherspoon on the former's TV show last month (while Witherspoon was promoting Rendition). The Walk the Line Oscar-winner swiftly concurred.

"Yeah," Witherspoon replied with a giggle. "He's great."

Ben Affleck, Reese Witherspoon Debut Political Ads

Ben Affleck has joined forces with a team of celebrity advocates filming a public service announcement drawing attention to health-care reform.

The campaign, which will air on networks later this month, features the likes of Affleck, Reese Witherspoon, Eva Mendes, Garth Brooks, Morgan Freeman and Joaquin Phoenix.

Affleck, father to daughter Violet with wife Jennifer Garner, is featured working on a dollhouse in one of the 30-second ads. The spots, filmed in September with the actors volunteering their efforts, calls for viewers to go to DividedWeFail.org – a nonpartisan campaign launched by the AARP seeking affordable, quality health care in America. The spots were shot in partnership with the Entertainment Industry Foundation and the Motion Picture and Television Fund.

Nominees for the 34th annual People's Choice Awards

(11/08/07) Winners will be announced Jan. 8 during an awards show broadcast on CBS.

35. Favorite Song from a Soundtrack: "Read My Mind" by The Killers from "Friday Night Lights;" "What I've Done" by Linkin Park from Transformers; "You Can't Stop the Beat" by the Cast of Hairspray from Hairspray

Jake Gyllenhaal Sidesteps the Reese Question

Jake Gyllenhaal, who's been frequently linked with Reese Witherspoon this year, is letting a recent issue of Interview magazine speak for him when asked about his dating status.

"I'm the hottest bachelor in America!" the actor, 26, told Ellen DeGeneres on her talk show Wednesday when she inquired if he's currently single. "And I'm shedding light on the CIA," he added, referring to his movie Rendition.

"So you won't tell us, that's fine," DeGeneres replied.

DeGeneres showed the October cover of Interview, and asked Gyllenhaal if he's enjoying his hottest-bachelor status. "It's starting to feel good," he said. "It was uncomfortable at first, you know, for a little while. But now I'm embracing it."

Though he's tight-lipped about his relationships, the actor is more than happy to discuss the dirty details of changing diapers for his niece Ramona – his sister Maggie's 13-month-old daughter with Peter Sarsgaard. Simply put, the job is easier now that Ramona is a bit older.

"The truth is that it was disgusting at first, and I had a problem with it," he said. "And now it looks like the poo I know, so I don't have a problem with it anymore."

Unlikely Beatle Ex-wife

HEATHER Mills wants to be played by Reese Witherspoon in the movie of her life, but she wants an unknown to play Paul McCartney, 65. Britain's Daily Mail reports Mills, 39, flew to L.A. this week for meetings on the biopic, which had been shelved while she was negotiating her divorce settlement with the former Beatle. When talks collapsed last week, "the script was dusted off pretty rapidly," a source was quoted. "Heather sees this film as the tragic and empowering story of a young model who loses her leg, overcomes her difficulties and marries her prince. But the most interesting part of the tale will be the dark goings-on behind closed doors."

Reese Witherspoon Agrees: Jake Gyllenhaal Is 'Cute'

Reese Witherspoon isn't going into detail about her relationship with Rendition costar Jake Gyllenhaal – but she's happy to admit he's good looking.

"Jake's cute," Ellen DeGeneres said to Witherspoon in an interview Tuesday – an assessment the Oscar-winning actress couldn't argue with. "Yeah. He's great," she replied with a laugh.

DeGeneres continued her pseudo-interrogation, asking Witherspoon to choose her favorite Rendition costar: Jake or Meryl Streep. "I have to choose one? That's not fair!" Witherspoon replied.

The talk-show host also told Witherspoon, whose divorce from Ryan Phillippe was made official this month, that she looked "happy and healthy," and asked after her children.

"I'm very well, thank you," Witherspoon said. "Everybody's great."

'Rendition' fails to turn over interest

It must have sounded good on paper: A movie about the government's controversial policy of "extraordinary rendition," which sends suspected terrorists to secret foreign detention facilities with unorthodox methods of extracting information.

While the ingredients are there to make a tense and compelling post-9/11 thriller, Rendition falls flat. The movie has tense moments, but the characters are so one-dimensional that it's hard to get truly invested in their plights. Also, the film unfolds awkwardly, with the intertwining of stories in a non-linear fashion that is more confusing than illuminatine.

Reese Witherspoon is surprisingly lifeless as the pregnant wife of an Egyptian-born, American-educated chemical engineer (Omar Metwally) who has disappeared. She customarily injects energy and spirit into her parts, but here, her performance feels tamped down.

Ditto for Jake Gyllenhaal, a CIA analyst whose motivations and back story were ignored or edited out. After surviving a suicide bombing that kills a co-worker, he is roped into observing the torture of Witherspoon's husband as part of an investigation. Because Gyllenhaal's character is a cipher, it's hard to swallow a selfless act he performs at a climactic moment.

The story centers on the covert arrest of the Egyptian-American engineer. Suspected of terrorist ties, he is shipped off and subjected to vicious treatment at the hands of North African officials. Meanwhile, Witherspoon petitions a college friend (Peter Sarsgaard) who works for a powerful senator (Alan Arkin) to find out what has happened to her husband. These scenes feel especially leaden and badly paced.

Also woven into the drama is a wan love story between a well-to-do girl (Zineb Oukach), the daughter of a powerful official, and a poorer Islamic fundamentalist boy (Moa Khouas).

While the story of an innocent Arab-American wrongly detained seems timely, Rendition is only a moderately engaging thriller undercut by a glaring lack of character development. Director Gavin Hood, who did such a fine job with 2005's Tsotsi, assembles the pieces in a way that seems to lack sufficient suspense or depth.

Also, coming so soon after The Kingdom, the story feels familiar. It is intriguing that so many action thrillers lately are set in the Middle East, providing a welcome departure from the well-worn locations in the USA or Europe. Still, Rendition, while engrossing, does not grab us as it should.

Review: No gray area in `Rendition'

"Rendition" focuses on the U.S. government's policy of transporting captured terror suspects to foreign countries for detention, interrogation and perhaps torture — a topic that's prime for debate and more than worthy for exploration in a film.

But there's not much room for debate in director Gavin Hood's first feature since winning the foreign-language Oscar for South Africa's "Tsotsi" from 2005.

Everything is black and white here, a tremendous disservice considering the complexity of the issue. There's also an oversimplification, an insulting dumbing-down, as if the audience were incapable of interpreting shades of gray.

The abduction of an Egyptian-born American (Omar Metwally) suspected of helping North African terrorists plot a deadly bombing is obviously a mistake. His pretty, pregnant wife (Reese Witherspoon, in her first role since winning an Oscar for "Walk the Line") is left to worry, understandably, but her response is reduced to little more than increasingly shrieky grief.

The CIA analyst (Jake Gyllenhaal) assigned to monitor the suspect's torture is unwavering in his disapproval; conversely, the CIA's head of terrorism (Meryl Streep), who ordered the rendition, is unflappable in her certainty.

Then, at the very end, the script from Kelley Sane takes a narrative twist that's distractingly contradictory to the realism and relevance "Rendition" had been trying to achieve all along.

Walking in, we're clearly expected to view this as a film of great importance, because of the subject matter and all the Oscar winners up there on the screen (the cast also includes Alan Arkin as a senator from the suspect's home state of Illinois who refuses to help facilitate his release). Instead, it feels like a missed opportunity, though Hood does achieve some moments of wrenching intensity.

"Rendition" begins with Metwally's chemical engineer, Anwar, flying home from a South African business conference and apparently disappearing before catching a connecting flight in Washington, D.C. That's the way it initially looks to his wife, Witherspoon's Isabella, who's waiting for him in suburban Chicago with their young son and another baby on the way.

Meanwhile, in an unnamed North African country, an explosion has rocked a town's central square. Its intended target was Abasi Fawal (Igal Naor), the head of the secret prison where terror suspects are taken for questioning and more, if they're not forthcoming. He oversees this grueling process himself and takes great pride in his work (again, no moral dilemmas with him). And his teenage daughter (Zineb Oukach) happens to be dating a young Islamic fundamentalist (Moa Khouas) who may have been involved in the attack.

Pointing fingers at Anwar seems like a misunderstanding at first — maybe a mix-up involving cell phone numbers and similar names. Nevertheless, Streep's strident (and conspicuously Southern) Corinne Whitman declares dismissively, "Put him on the plane." (She and Arkin, both villainous figures, get a few zingers here and there but their characters are drawn two-dimensionally.)

Isabella is left to do her own detective work with the help of an old college boyfriend (Peter Sarsgaard), who conveniently works as a top aide to Arkin's Sen. Hawkins, who's on Whitman's committee and meets with her weekly. Which also seems too convenient. Sarsgaard brings the sort of nuance to his conflicted character we've come to expect from him in every role ("Kinsey," "Shattered Glass"), and he does get one tantalizing exchange with Streep.

But Witherspoon, normally so bright and engaging in both comedies and dramas, doesn't get to do much here besides furrow her brow, beg for information and eventually, shrilly, explode. A lot of actresses could have played this role; director Hood told The Associated Press that he wanted Witherspoon to help get his point across because "who better to help take that out there to that world than the all-American girl?"

His visuals do more to get his point across. Working with cinematographer Dion Beebe (also an Oscar winner), Hood creates a visceral, immediate sense of danger, and he certainly doesn't shy away from showing us the elaborately cruel abuse Anwar suffers. Unfortunately, he ends up beating us over the head at the same time.

"Rendition," a New Line Cinema release, is rated R for torture/violence and language. Running time: 122 minutes. Two stars out of four.

Witherspoon gives a dramatic `Rendition'

Before her latest film, if anyone had asked Reese Witherspoon what the term "extraordinary rendition" meant, she might have answered with a blank stare.

The words could be bureaucratese for something as innocuous as a tax deduction. But as Witherspoon's "Rendition" spells out darkly and melodramatically, the term actually stands for a U.S. government practice of transferring terrorism suspects to other countries, where their interrogations could subject them to abuse and torture.

"I don't think I realized what the term was called," Witherspoon told The Associated Press at September's Toronto International Film Festival, where "Rendition" played in advance of its theatrical release Friday. "The term is not really in the popular vernacular.

"It sounds like public-policy rigamarole. It doesn't sound like anything that you would connect with the torture and detainment of innocent people."

"Rendition" marks the first release for Witherspoon, 31, since 2005's "Walk the Line," the Johnny Cash film biography in which she played the country-music legend's wife, June Carter Cash.

Though Witherspoon won the best-actress Academy Award for "Walk the Line," the dramatic turn she takes in "Rendition" may surprise fans of the performer best known for breezy comedies such as the "Legally Blonde" flicks and "Sweet Home Alabama."

In "Rendition," Witherspoon plays the wife of an Egyptian-born man (Omar Metwally) suspected of involvement in a Middle East terrorist bombing who is abducted by U.S. authorities and sent overseas for questioning at a secret facility. Jake Gyllenhaal co-stars as a CIA analyst who comes to question his government's sanctioning of such abusive interrogations.

As her character begs for answers from government officials, including a cold-hearted intelligence bureaucrat played by Meryl Streep, Witherspoon transforms into a desperate, emotional wreck.

As a master of the light touch, did Witherspoon find it tougher to get into the head of a woman in such distress?

"I wouldn't say tougher or not tougher. Every film is like its own set of difficulties or experiences that are emotionally challenging," Witherspoon said. "But this was certainly a more dramatic role than one of the comedies I've done.

"I think it's all the same. You come at it from a character perspective. It's just really doing that work of where is this person from, why do they have these attitudes, why did they marry this person and not that person? Just a lot of building back-story. There has to be a part of it where you feel like it could be an experience you could have or someone else could have."

"Rendition" director Gavin Hood, whose South African drama "Tsotsi" won the 2005 foreign-language Oscar, said Witherspoon's casting served as a Trojan horse to draw people into the movie.

"I don't need this movie to play to the choir. I need this movie to play to the people who are deeply skeptical to what I'm doing, so that they can be engaged in the debate. Well, who better to help take that out there to that world than the all-American girl?

"Reese is a woman of integrity. She is not a flighty, fluffy person. She's an intelligent woman who's done great work, who is also an all-American girl. This is the reality. It can happen to Reese. And it could. The girl next door who happens to marry a nice Egyptian guy who was at NYU."

Co-star Peter Sarsgaard, playing an old friend of Witherspoon's character now working for a U.S. senator, said the actress subtly captures a woman coping with a nightmare scenario without giving in to one-note anguish.

"She was playing a grieving woman in every scene in the movie. It's an incredibly difficult thing to do, just because it's hard to act like you're in grief or be in grief. It's hard to create variety within that," Sarsgaard said.

"When I first read it, I was like, oh my God, every scene is going to be like what I always call the `dead-baby' scene. It's going to be, the baby's dead, the baby's dead, the baby's dead. I need the `I'd like cream in my coffee scene,' the `No, that's my parking spot scene.' ... She handled that really well by finding the part of the person that doesn't think about it every minute, doesn't allow her mind to see the worst-case scenario."

Starting acting lessons as a child in Tennessee, Witherspoon broke into movies with the 1991 teen drama "The Man in the Moon." She later turned heads with 1996's "Freeway," a Red Riding Hood black comedy in which she plays an illiterate youth who goes toe-to-toe with a real-life big bad wolf (Kiefer Sutherland).

Mainstream success followed with "Legally Blonde," and Witherspoon has moved into producing with such films as the modern fairy tale "Penelope," in which she took a supporting role as a pal to a young woman (Christina Ricci) cursed with a pig's snout and ears.

In next year's comedy "Four Christmases," Witherspoon and Vince Vaughn play a couple rushing to squeeze in holiday visits to each of their divorced parents all in one day.

Besides bringing Witherspoon an Oscar, "Walk the Line" gave her a taste of the musical career she once dreamed about. Witherspoon underwent extensive voice training and learned to play the autoharp for the film, in which she and co-star Joaquin Phoenix did their own singing.

"I wanted to be a Broadway kid. I wanted to be on Broadway when I was 12, so I had singing lessons, but nothing prepared me for what it's like to stand in front of a microphone and hear it played back to you," Witherspoon said. "It's so humbling, and it made me really appreciate people who are naturally gifted."

While "Rendition" openly challenges U.S. policy in the war on terrorism, Witherspoon plays the diplomat when asked if she thinks unlawful detention and torture are ever justified.

Witherspoon said she prefers to keep her own counsel and not let her beliefs muddy up the debate.

"I have a real aversion to talking about my own personal politics just because I feel the influence sometimes, I see the influence of celebrity on our culture," Witherspoon said. "And to think that my opinion is any more informed than anyone else's or taken as thus is erroneous. I'm just like everybody else. I'm learning, reading, I'm trying to figure it out. ...

"I can't imagine being responsible for national security or global security. I can't imagine having to be in that position and make those decisions. That's why I'm not. That's why I'm an actor," Witherspoon said, laughing. "I'm allowed to question these things, question them and think about them and hopefully get other people talking about them. That's the best you can hope for."

Reese & Ryan Officially Single

As of Oct. 5, their status as a married couple was terminated. To finalize the divorce, however, they still must settle their finances and custody arrangements over daughter Ava, 8, and son Deacon, 3. Both parents are seeking a shared custody arrangement.

After seven years of marriage, Witherspoon, 31, filed for divorce last November, citing irreconcilable differences.

The Oscar-winning actress has since been linked on-again, off-again with her Rendition costar, Jake Gyllenhaal, although the two have remained low-key.

Witherspoon told the October issue of Elle that she found strength in realizing that so many others have also made it through the pain of a divorce.

In February, Phillippe, 33, told Ellen DeGeneres that the divorce is "the most personally devastating time in [my] life," but that daughter Eva serves as his inspiration.

The former couple met when a mutual friend brought Phillippe to Witherspoon's 21st-birthday party. Two years later, after they had costarred in 1999's Cruel Intentions, he proposed. They married in June 1999 and had Ava three months later.

Beyonce tops People fashion list

R&B singer Beyonce took top honors in a list of best-dressed celebrities of 2007, while bald Britney Spears won the booby prize for most shocking style moment after shaving her head.

People magazine's annual best- and worst-dressed issue hits newsstands on Friday featuring numerous Hollywood stars, all given a nickname to describe their taste in couture.

Beyonce, 26, was dubbed "The Showstopper," while actress Cameron Diaz walked into the top 10 as "The Legs," and actress Katie Holmes, who is married to Tom Cruise, graced the list as "The Classic."

"Beyonce just looks amazing every time she goes out," assistant managing editor Cynthia Sanz told Reuters. "She likes to show off her curves and she is very glamorous."

Beyonce has her own fashion line, "House of Dereon," that mixes hip hop influences with feminine touches like lace and ruffles that she launched with her mother, stylist Tina Knowles, in 2004.

Last year, former "Friends" star Jennifer Aniston topped the list after a reader's vote, but this year the magazine did not seek readers' input. Instead, the magazine's editors drew up the list without giving the 10 winners rankings.

For the men last year, singer Justin Timberlake was named "Trendiest," and praise went to British soccer star David Beckham, who recently moved with wife Victoria to Los Angeles.

This year Beckham again made the list, alongside Terrence Howard, Johnny Depp, Brad Pitt and George Clooney.

BECKHAMS WIN STYLE PRAISE

But there were also the worst fashions of the year as People's editors took issue with celebrities' sense of style.

Spears' decision to shave her head after a spree of partying and stints in rehab following her collapsed marriage put her at the top of the list of worst style moments.

The award comes just days after the former pop princess, who is trying to stage a comeback, drew howls from critics for her performance at the MTV Video Music Awards where her outfit resembled that of a stripper and she barely danced.

"She's had a bad year with shaving her head and all her bad fashion choices that followed that -- the wigs, the hats," said Sanz. "She really seems to be having a meltdown."

Also among the worst styles were "American Idol" contestant Sanjaya piling his hair high for the hit TV talent show, and Cameron Diaz offending Peruvians with her handbag that had a political slogan of Chinese Communist leader Mao Zedong.

"It has been a big year for the Brits with a lot of influence coming over here," said Sanz. "You can't help but look at what the Beckhams are doing and wearing, but you are not really sure why."

Reese Witherspoon Recalls Her Struggle Splitting from Ryan Phillippe

Reese Witherspoon has been mum about her split last year from Ryan Phillippe - but in a new interview, she recalls the pain she experienced at the end of their marriage.

"Right around Christmastime I was sitting in a parking lot and I felt like I just couldn't get out of the car," she tells Elle magazine about the moment of panic she experienced a month after the couple's breakup in October 2006. "It was like, I can't get out of the car."

Witherspoon, however, says she found strength in realizing that so many others have also made it through the pain of a divorce.

"I thought, Okay, half of the parking lot has dealt with this. More than half of the parking lot has dealt with this," she tells the magazine in its October issue. "Okay, let's make it a little bigger. Half of this city has dealt with this. Okay, let's make it a little bigger - half of this country, until I finally got out of the car."

The actress likens the memory to a scene from her Oscar-winning role in the Johnny Cash biopic: "There's this moment in Walk the Line where June Carter says, 'I was never aware of how much I was seen.' I was very aware of how much I was seen. It was this moment of self-discovery and loss of identity and who was stepping out of the car, you know? Who is that person?"

And those close to her say both the triumphs and losses in her life recently have changed Witherspoon. "She's a bit more liberated professionally and personally," says Andy Tennant, who directed her in Sweet Home Alabama. "If you're going through stuff in your life, you hope for the best and struggle to keep it together, and when it collapses - after the initial shock - you look around and find out who you are."

Despite Witherspoon's image of being a woman in control, the mother of two scoffs at the notion. "Oh, come on, man!" she says. "I wouldn't be able to do what I do if I were [always in control]. I wouldn't be able to have the empathy or the capacity to understand different lives."

Still, the actress, 31, prides herself on her Southern values - and not being like some of the other young stars making headlines in Hollywood.

"Everybody is hung out to dry now," she says of the coverage of young stars. "It's one thing if you're up for it and you want it, and you go out without your panties on. But if you're wearing your panties - gosh darn it, leave me alone!"

Clooney, Witherspoon set for Toronto film debuts

Oscar winners Reese Witherspoon and George Clooney were set to parade up the red carpets on Friday at the Toronto International Film Festival, setting the stage for a weekend of star-filled, gala premieres.

Witherspoon and actor Jake Gyllenhaal headline movie marquees in thriller "Rendition," which explores the U.S. practice of detaining terrorist suspects in foreign jails, and Clooney stars in "Michael Clayton," a look at a "fixer" of problems in a big city law firm.

Those two movies follow Thursday's debut of Jodie Foster's "The Brave One" about a woman who goes on a vigilante killing spree in New York.

All three movies reinforce themes that organizers said run throughout the 10-day Toronto International Film Festival. The backdrop for "Rendition" is the U.S.-led wars on terrorism and in Iraq while and "Brave One" and "Clayton" give audiences a look at people facing personal and professional crises.

"Until you are forced into a situation that challenges you, that changes you, you can't know who you would be," Foster has said about her role as Erica Bain, a New York radio personality who goes on a killing rampage after her fiancee is murdered.

The Toronto film festival annually serves as a launch for movies that fill theaters throughout the fall and compete for Oscars.

This year, the human toll of war seems to be on the mind of many filmmakers., Thursday's opening night movie, "Fugitive Pieces," looked at Holocaust survivors living in Canada and still set to debut is "In the Valley of Elah," starring Tommy Lee Jones and Charlize Theron in a tale about a murder among a platoon of U.S. Marines home from Iraq.

In a recent interview, Theron told Reuters she saw the movie as a "personal, intimate story" about how war impacts young men, women and their families when the return home.

Other major premieres in the early days here include "The Assassination of Jesse James by the Coward Robert Ford," starring Brad Pitt and Casey Affleck in an exploration of how notoriety impacts people.

"Elizabeth: The Golden Age" has Cate Blanchett reprising her Oscar-nominated role from 1998's "Elizabeth" as Queen Elizabeth I dealing with treachery in her royal court.

COZY TURN FOR REESE, RYAN

REESE Witherspoon and Ryan Phillippe sure seem cozy these days for a Hollywood power couple supposedly on the outs - and observers of their recent behavior believe a reconciliation may be in the works.

The Oscar-winning cutie and her husband - who separated last October amid reports he'd grown very close to comely Australian actress Abbie Cornish - have been spotted shopping, jogging and lunching together in Los Angeles.

"They met for lunch this week at the Votre Sante health-food restaurant, a regular Brentwood haunt for Reese on San Vicente," said our source. "And they're going on runs together around the Brentwood Country Club. Both are regular, dedicated runners. Running is a very healing, meditative thing, so maybe it will work its magic on them."

The pair also were spotted at Niketown Beverly Hills, where Witherspoon was fitted for a pair of Nike Air Zoom Vomero shoes. "She took them for a demo on the treadmill on the second floor and loved them," our tipster reports.

A friend of Witherspoon tells us, "Reese and Ryan are trying to work it out. They are still close."

Phillippe's rep told us, "It's not true." A flack for Witherspoon didn't get back to us.

Last year, Us Weekly claimed it was Phillippe's torrid fling with Cornish that brought an end to his glam union of seven years, which produced two children, Ava Elizabeth, 7, and Deacon, 3. "Ryan admitted [to Reese] it was true and said, 'We need to just end this.' Reese literally had no choice," an anonymous source told the magazine. Phillippe and Cornish allegedly grew close in Austin, Texas, on and off the set of their movie, "Stop Loss."

In April, Page Six reported how Phillippe was spotted on the prowl with buddy Joseph Gordon-Levitt at the Chateau Marmont, screaming at women, "Hey, you're hot! Get over here!"

Witherspoon, 32, and Phillippe, 31, met at her 21st birthday party and subsequently worked together on "Cruel Intentions." She went on to win an Oscar last year for "Walk the Line."

Witherspoon is Avon's global ambassador

Reese Witherspoon is now an Avon lady. The Oscar-winning actress has been selected as the company's first-ever global ambassador.

Witherspoon, 31, will serve as honorary chairman of the Avon Foundation, which focuses on the issues of breast cancer, domestic violence and emergency relief.

She will also be a spokeswoman for Avon Products Inc.'s beauty brands and sales representatives, it was announced Wednesday.

Terms of her multiyear agreement weren't disclosed.

"I'm very excited about working with the Avon Foundation, with many different aspects of it," Witherspoon said at a press conference. "First and foremost, breast cancer research and awareness, programs that they're working on. Someone very close to me is a breast-cancer survivor. It's a cause that's very close to my heart."

Witherspoon won the best-actress Oscar in 2006 for her role as June Carter Cash in "Walk the Line." Her film credits also include the "Legally Blonde" movies, "Election" and "Sweet Home Alabama."

"As long as I can remember, we've had Avon ladies in my family's life," she said. "I was even talking to my mother this morning and we were talking about who was our Avon representative when we were growing up and she was like, `Dolores, of course!'"

Vaughn, Witherspoon Celebrate 'Four Christmases'

Oscar winner Reese Witherspoon and non-Oscar winner Vince Vaughn are in final negotiations to star in New Line's comedy "Four Christmases."

According to the industry trade papers, the Matt Allen/Caleb Wilson-scripted film focuses on a couple (Vaughn and Witherspoon, presumably) who attempt to visit all four of their divorced parents' homes over the Christmas season. We'll go out on a limb and guess that hilarity will ensue all over the place.

Vaughn and Witherspoon may also end up producing the film along with Gary Barber, Roger Birnbaum and Jon Glickman of Spyglass Entertainment.

Since winning Academy favor for "Walk the Line," Witherspoon has kept a low profile. She'll star in New Line's thriller "Rendition," which opens on Oct. 12.

Meanwhile, Vaughn is just stuck in the Christmas spirit. In addition to a small role in this fall's "Into the Wild," he toplines the Yule-y comedy "Fred Claus."

Inside Reese Witherspoon & Jake Gyllenhaal's Split

"Reese was the one who had to do it," says the source. "She just got out of a divorce and was so concerned with her family, she just didn't have the time for him and he really demanded that."

Adds the source: "They're still friends. Things are fine, but it was a clean break – [there's] no chance of getting back together."

Reps for both actors did not immediately return calls for comment.

Witherspoon, 31, and Ryan Phillippe, 32, who confirmed their split in October after seven years of marriage, have two children: daughter Ava, 7, and son Deacon, 3. The actress started dating Gyllenhaal, 26, her costar in the upcoming CIA thriller Rendition, in the spring.

Although they were careful to avoid the spotlight, they were spotted March 23 dining with two other couples at L.A.'s Il Sole and "being playful," an observer said at the time.

Although the pair didn't have much screen time together while filming Rendition for eight weeks in Morocco, during a reshoot in L.A., "Jake went and reintroduced himself to Reese," a source close to both actors told PEOPLE.

From there, said a friend of Witherspoon's, "Things slowly progressed, but it was never something she thought would happen from the start. She just kind of developed this little crush over time."

Witherspoon Close to 'Midnight'

Universal Pictures is looking to remake the 1939 comedy "Midnight" as a starring and production vehicle for Reese Witherspoon.

"Little Miss Sunshine" Oscar winner Michael Arndt will write the adaptation for producers Stuber/Parent and for Witherspoon's Type A shingle.

The original was written by Billy Wilder and Charles Brackett and starred Claudette Colbert (plausibly the Reese Witherspoon of her generation) as a poor American gold-digger in Paris who poses as a baroness as part of a scheme to help a wealthy man woo his wife from the arms of a gigolo. Don Ameche, Mary Astor and John Barrymore co-starred.

Variety points out that the original film was a Paramount production, but Universal holds the rights to the company's pre-1948 library.

The trade paper isn't exactly sure when Witherspoon would be ready to shoot "Midnight," but indications are that it's unlikely to be her next production.

Witherspoon and Type A were most recently attached to produced "Under the Bridge," a fact-based crime drama.

Type A produced "Penelope," set for a summer release via IFC Films. The company is in production on the Lasse Hallstrom-directed "Sammy" and is set to oversee "Our Family Trouble," a Universal horror film to star Witherspoon.

The Oscar-winning actress was expected to currently be in production on a remake of "Bunny Lake Is Missing," but Witherspoon bailed on the project weeks before shooting was to begin. In addition to a supporting role in "Penelope," she'll be seen later this year in "Rendition."

Ryan Phillippe Seeks Joint Custody

Ryan Phillippe isn't happy about the pieces Reese is attempting to make off with in the former golden couple's split—their two kids.

The actor has finally filed a legal response to estranged wife Reese Witherspoon's divorce petition, seconding her motion for joint legal custody of the couple's two children but requesting joint physical custody of the genetically blessed tots as well. Witherspoon had requested primary custody of Ava, seven, and Deacon, three, in her November filing.

According to court documents obtained Friday by E! News, the Flags of Our Fathers star requested that visitation be "equally allocated" between Witherspoon and himself. (View the documents.)

Daddy duty is the only thing Phillippe is seeking.

In his filing, the actor opted not to seek any spousal support from his significantly higher-earning missus, seemingly squashing long-perpetuated rumors that Witherspoon's bigger breadwinning status was one of the contributing factors to the couple's demise.

The young couple, who were married for seven years, did not have a prenuptial agreement, making Phillippe legally entitled to 50 percent of his blockbuster wife's earnings. Witherspoon, 30, did request in her Nov. 8 filing that the court block any future financial requests from her Cruel Intentions costar.

But Phillippe, 32, did not block Witherspoon from seeking spousal support from him. Not that she was likely to in the first place.

One thing he and Witherspoon did seem to agree on, however, was the gloriously vague cause of their split, with Phillippe's paperwork seconding her claim that it was "irreconcilable differences"- not salacious tabloid tales that Phillippe was a less than faithful husband or experiencing pangs of emasculation in the wake of his wife's megasuccess—that tore them apart.

And while Phillippe has been tenuously linked with a string of beauties in the wake of the divorce filing, including Thirteen's Nikki Reed and Stop Loss costar Abbie Cornish, he has adamantly denied the fidelity-challenged allegations leveled against him in the press.

"I'm not a perfect person, but I'm not guilty of a lot of the things I have been accused of," the actor told People last November. "My priority is and always has been the health and safety of my family."

Witherspoon and Phillippe tied the knot back in 1999 and announced their separation on Oct. 30 of last year. Just a week later, the Oscar-winning Walk the Line star formally filed for divorce.

Witherspoon Builds a 'Bridge'

According to Variety, Witherspoon's currently involvement is only on a production level.

The film is based on Rebecca Godfrey's account of the 1997 murder of Reena Virk, a high school student in a small British Columbia town. Virk, the daughter of Indian immigrants to Canada, was beaten by seven teenage girls and one male. Six of her assailants were sentenced to time for assault, while two others were convicted of second-degree murder.

Witherspoon's shingle is currently in negotiations with Catherine Hardwicke ("Thirteen") to direct.

Type A produced "Penelope," which is set for a summer release via IFC Films. The company is in production on the Lasse Hallstrom-directed "Sammy" and is set to produce "Our Family Trouble," a Universal horror film to star Witherspoon.

The Oscar-winning actress was expected to currently be in production on a remake of "Bunny Lake Is Missing," but Witherspoon bailed on the project weeks before shooting was to begin.

Barrymore is People's 'most beautiful'

She was born with her acting family's classic beauty, but Drew Barrymore credits her fun-loving approach to life for her No. 1 spot on People magazine's annual "100 Most Beautiful People" list.

"I just think happiness is what makes you pretty. Period," she tells the magazine. "Happy people are beautiful. They become like a mirror and they reflect that happiness."

Barrymore, 32, graces the cover of the issue that hits newsstands Friday. It's her fourth time on the list, but first as cover girl.

Making the cover "made my peacock feathers shine in the golden-hour light and extend to the heavens," says Barrymore, who stars in the upcoming Warner Bros. film "Lucky You," opposite Eric Bana.

Inside, she weighs in on a host of beauty-related topics. Her beauty rules for dating? "The only fundamental rule for me is to just be yourself," she says. "Let your freak-flag fly, and if someone doesn't get you, move on."

Barrymore is one of 11 celebrities — including Eva Longoria and the three Jessicas (Simpson, Alba and Biel) — photographed for the issue without makeup.

Why Reese Witherspoon Fell for Jake Gyllenhaal

After her painful split from Ryan Phillippe last year, Reese Witherspoon didn't see a relationship coming – but her nascent romance with Jake Gyllenhaal is the real thing, friends say.

At first they seemed like an unlikely match: Gyllenhaal, her costar in the upcoming CIA thriller Rendition, was already an acquaintance – he was an old workout buddy of Phillippe – and they didn't have much screen time together while filming for eight weeks in Morocco.

But during a reshoot in L.A., "Jake went and reintroduced himself to Reese," a source close to both stars tells PEOPLE in its new issue.

And from there, what a friend of Witherspoon's calls "their little flirtation" just took its course. "Things slowly progressed, but it was never something she thought would happen from the start. She just kind of developed this little crush over time."

One that is looking a lot like a real romance – even when the duo are apart. While Witherspoon, 31, spent Easter Sunday with daughter Ava, 7, and son Deacon, 3, at her Episcopal church in Beverly Hills, Gyllenhaal, 26, strolled around Venice, Calif., with his parents. According to a source close to both him and Witherspoon, familial devotion is a big part of their connection: "Jake finds it attractive that she's such a great mom. He really loves kids and wants a family."

Indeed, the pair would seem to be a perfect match: Both enjoy good books, killer workouts – and Indian takeout. At dinner at L.A's Il Sole restaurant on March 23, says a witness, "there was definitely some canoodling going on!" They also recently shared a quiet dinner at La Ripaille, near Gyllenhaal's apartment in New York City.

Still, their mutual determination to protect their privacy may be their strongest bond. Gyllenhaal's romance with Kirsten Dunst ended a year ago in large part because, says a longtime friend of the actor's, "Kirsten wanted to go out and have fun and he wanted to stay in, watch a movie and cook dinner. ... He's very into his work, health and family. Reese is perfect for him."

For a woman whose idea of a party is "to stay home with friends," the feeling is mutual, says Witherspoon's friend. "She was happy to meet someone in this town who shared those priorities." Gyllenhaal's pal agrees: "They're super together – this thing is for real."

For more on Reese and Jake's romance, check out the new issue of PEOPLE, on newsstands Friday.

Reese Witherspoon & Jake Gyllenhaal Get Close

Five months after announcing her split from husband Ryan Phillippe, Reese Witherspoon seems to be wading back into the dating pool – with Jake Gyllenhaal, her costar in the upcoming CIA thriller Rendition.

Although the two have been careful to avoid the spotlight, they were spotted March 23 dining with two other couples at L.A.'s Il Sole. "They were cuddling," an observer tells PEOPLE in its new issue. "It looked very playful."

And now friends of both say the relationship extends beyond the occasional dinner. "In the last month, they've been spending a lot more time together," says a source close to Gyllenhaal, adding that the actor has even met up with Witherspoon, 31, and her kids – daughter Ava, 7, and son Deacon, 3 – in New York City. At 26, he is five years her junior, but "Jake really likes her and isn't at all concerned that she has two kids."

Gyllenhaal's rep had no comment.Witherspoon's rep did not return calls.

Still, Witherspoon isn't rushing into another high-profile Hollywood relationship, says a source close to the Oscar winner. "[Reese] is still very, very hurt by Ryan and it will take a long time to get over that," the source explains. "[But she and Jake] have a mutual interest. They are taking it slow and getting to know each other."

One common point may be their homebody lifestyles. Family-first Witherspoon routinely picks up her kids from school and takes Ava for mommy-and-me manicures. As for Gyllenhaal – who's uncle to sister Maggie's 6-month-old daughter Ramona and godfather to Heath Ledger's 17-month-old Matilda – he's "very into kids," says a source.

Although he dated nightlife-loving Kirsten Dunst for nearly two years, "Jake has never been about staying out late partying," the insider adds. "This is what he wants."

`Dog bones' signed by celebs for charity

More than 40 celebrities, including Reese Witherspoon and Orlando Bloom, have signed wooden "dog bones" for an online auction to benefit the Mississippi Animal Rescue League.

The auction is being held on the Charity Folks Web site through April 12. More signed bones will be added for a two-week period as they are returned by celebs, the organization said.

Trump, host of NBC's "The Apprentice," autographed his bone in gold ink with the words, "You're Fired!"

White's bone has a hand-drawn photo of a dog with "Many thanks for helping" written in pink. The actress is a longtime animal-rights activist.

Last September, MARL auctioned 40 celebrity-signed bones, including those from Oprah Winfrey and Jake Gyllenhaal, at its second annual Fur Ball. The bones netted $40,000 for the construction of a new animal shelter, said board member Allison Nutt, chairman of the Fur Ball event committee.

Nutt said the online auction will give more people an opportunity to participate.

"We had people from all over the country call and want to know how to bid on the bones," she said.

MARL hopes to raise $50,000 from this year's auction, Nutt said.

Proceeds from the auction and this year's Fur Ball, to be held Aug. 16 in Jackson, will go to the new shelter's operating expenses.

MARL cares for 17,000 animals a year and services animals in a seven-county area in central Mississippi, said MARL Director Debra Boswell.

"We will be able to give more animals a chance to find a home," Boswell said.

Witherspoon Boils 'Bunny'

"Bunny Lake Is Missing," the story of a young woman whose daughter may have disappeared, may also be suffering from a disappearing leading lady.

According to Variety, Reese Witherspoon has dropped out of Joe Carnahan's "Bunny Lake" remake, only five weeks before the thriller was scheduled to shoot. That's inconvenient since the Oscar-winning leading lady was the centerpiece of the film, but doubly problematic since Witherspoon and Jennifer Simpson's Type A Films shingle was also producing the Spyglass-financed flick.

The industry trade paper had precious little information on what caused Witherspoon's departure, much less how the production will respond. Carnahan is said to be looking for a new leading lady, but with the limited window, production may need to be delayed.

Otto Preminger's 1965 thriller received an uncredited remake two years ago courtesy of the Jodie Foster hit "Flightplan." The original starred Carol Lynley as a young woman who claims that her daughter has gone missing, but can't provide any evidence that the girl ever existed. Is she crazy? Is she mourning? Or is her child the victim of some big conspiracy or other? Laurence Olivier played the initially skeptical police investigator.

Doug Wright ("Quills") is scripting the remake, which has been in development for at least three years.

Ryan Phillippe Talks About His Split With Reese Witherspoon

Three months after his split from Reese Witherspoon, Ryan Phillippe says, "This is the most difficult time in my life."

Witherspoon filed for divorce on Nov. 8, citing irreconcilable differences. The couple were married for seven years and have two children: Ava, 7, and Deacon, 3.

Asked if he's distracted himself with his work during this tough time, the Flags of Our Fathers star answers: "I have not found balance in my life yet."

Going through a break-up in the public eye makes things harder, he says: "It's unfortunate when you have kids ... but I signed up for this and have to deal with it. I don't read the magazines or watch the shows. ... It's hard when people follow me to my kid's school."

In his first public words about the split, Phillippe told PEOPLE in November: "I'm not a perfect person, but I'm not guilty of a lot of the things I have been accused of. My priority is and always has been the health and safety of my family."

Phillippe would not comment on reports that a relationship with Abbie Cornish – the Australian actress who costars with him in an upcoming film – played a role in the demise of his marriage. But his reps vehemently denied other allegations of hard partying and drug use.

On Saturday, at a press event for his new movie Breach, Phillippe told reporters that, despite his personal turmoil, he's at a high point professionally.

"I acknowledge that the successes and the opportunities I've had recently have been the best of my career," he said. "I've got to say it's the last thing on my mind right now, considering what I'm going through in my personal life, but I definitely appreciate the opportunities."

But now, he said, he's ready to focus on his family: "I did three movies in the last year and a half and I'm going to take a good long break and be a dad. So that's No. 1 on my mind right now."

Wave of white gowns hits Golden Globes

The Golden Globes lived up to its reputation as the most relaxed of the major awards shows as Hollywood's leading ladies from both the movie and TV worlds chose flowing gowns, tousled hair and funky dangling earrings.

The red carpet-turned-runway at the Beverly Hilton in Beverly Hills, Calif., on Monday night was largely a sea of white with the glitz coming more from a smattering of metallic dresses and embellishment instead of blinding diamond necklaces.

Among the stars who wore white to the black-tie event were Jennifer Garner in a beaded V-neck dress, Heidi Klum in a strapless gown and Kyra Sedgwick in a chiffon gown with amethyst crystal trim by J.Mendel that she picked straight from the catwalk. Salma Hayek was in a draped short-sleeve gown with an open portrait neckline; Ellen Pompeo wore a Versace high-neck gown with an open back and silver trim; and Kate Winslet was dressed in a strapless white Azzaro gown.

"It was amazing because of the beautiful white dress and Kate's incredibly white, milky skin. I asked, `What will make her look the most striking?'" said Pati Dubroff, Dior Beauty's makeup artist who worked with Winslet.

Dubroff said she imagined a 1930s screen siren in a black-and-white photograph. It's what led her to choose a plum-blackberry lipstick and platinum eye shadow.

Dubroff also worked with Naomi Watts, who wore a strapless turquoise gown with metal beadwork. Watts ended up with a sultry eye — taking a cue from the metal in the dress — and a pink lip gloss to pick up on the vibrancy of the blue dress.

Cameron Diaz, with very dark hair and very red lips, wore a one-shoulder white fitted bodice with a skirt made of tiers of white tulle and a jeweled belt with a black bow. The tie trend also was spotted on Hilary Swank, who wore a fitted black spaghetti strap dress with a bow-tie waist, and on Jennifer Love Hewitt in a gold embroidered Georges Chakra gown with a bow waist.

Cate Blanchett wore a black off-the-shoulder gown by Alexander McQueen with lace sleeves, a delicate jeweled belt and an asymmetrical hem. Also stunning in black was Penelope Cruz in a scoop-neck Chanel Couture gown with a delicate ruffle around the neck.

"Gray was a gorgeous color because her eyes are so smoky and she has that smoky persona. It didn't seem fluffy or whimsical, she looked more of a serious classic Hollywood star. She looked like woman, not a girl," Lombardo said.

Since most stars played it safe, there weren't any glaring misses, Lombardo noted, although she would have liked to see Katherine Heigl in something more fun and playful than her very grown-up Escada black strapless gown with a fishtail hem and train. But, she added, the dress certainly showed off Heigl's voluptuous curves.

America Ferrara, star of the TV series "Ugly Betty," proved she could be glamorous in a draped gown by Brian Reyes in a deep indigo color. She told E! she liked it because it was "young and easy."

Sheryl Crow was in purple, too — a strapless taffeta gown by Elie Saab. "I was looking for plum-colored Uggs," she joked, but opted for heels instead.

Jennifer Hudson took her spin in the spotlight in a navy V-neck Vera Wang gown with short sleeves, while co-star Beyonce wore a metallic plunging V-neck gown with a keyhole opening on the belly for extra vavavoom.

Jessica Biel shimmered from head to toe in a silver beaded gown with spaghetti straps and an open back.

She wasn't the only star feeling the chill of the unusually low 60-degree temperature: Sienna Miller was shivering in her white Marchesa cowl-neck and cowl-back gown with gold embroidery in a lattice pattern.

Tidbit

THOROUGHLY disgusted with both marriage and Hollywood, Oscar win ner Reese Witherspoon believes firmly in her Southern roots. She has taken her children and moved to Charleston, S.C. Both kids are said to be in public school there.

Director Pets Witherspoon's 'Bunny'

"Narc" director Joe Carnahan is negotiating to direct Reese Witherspoon in a remake of "Bunny Lake Is Missing."

Witherspoon has been loosely attached to the "Bunny Lake" remake since 2003, but according to Variety, it could become her next starring vehicle if deals go through with Carnahan and with Spyglass Entertainment to finance.

Columbia Pictures will distribute domestically.

Witherspoon, an Oscar winner earlier this year for "Walk the Line," will produce through her Type A banner.

Otto Preminger's 1965 thriller received an uncredited remake last year courtesy of the Jodie Foster hit "Flightplan." The original starred Carol Lynley as a young woman who claims that her daughter has gone missing, but can't provide any evidence that the girl ever existed. Is she crazy? Is she mourning? Or is her child the victim of some big conspiracy or other? Laurence Olivier played the initially skeptical police investigator.

Doug Wright ("Quills") is scripting the remake.

Carnahan would be able to slot "Bunny Lake" in next year before he directs George Clooney in "White Jazz" for Warner Independent. His next film, "Smoking Aces," opens in the spring.

Witherspoon is currently shooting "Rendition" with Jake Gyllenhaal and Meryl Streep.

Reese: Ryan wasn't threatened

The Oscar-winning actress - who filed for divorce last month citing irreconcilable differences - insists her spouse did not hold her glittering career against her.

Reese told Britain's OK! magazine: "Ryan didn't feel threatened because I had some success. He is confident in his own abilities and doesn't equate his identity with how well his films do at the box office.

"He did some interesting work, like 'Crash', which was on a lot of critics' top ten lists and he's done a film with Clint Eastwood which will probably be a very big film. Sometimes you have to wait until you get the right roles."

It is rumoured that Reese decided to end her marriage to Ryan after she discovered he'd had an affair with 24-year-old Australian actress Abbie Cornish while they were filming 'Stop-Loss'.

However, both Ryan and Abbie deny they were ever romantically involved.

Phillippe Spin Doctor Dumped

MICHAEL Sitrick, the L.A. public relations poobah, was hired and fired by Ryan Phillippe in the space of a few hours after his firm made up quotes and provided them to In Touch magazine for its cover story.

"We're angry," said one editor at the glossy. "We trusted the publicists."

Phillippe has long been represented by Baker Winokur & Ryder, the public relations giant that also reps his wife, Reese Witherspoon. Firm partner Nanci Ryder actually introduced the couple, who married seven years ago and had two children.

When the couple announced their split last week, BWR hired Sitrick to handle Phillippe's p.r., perhaps to avoid a conflict of interest. But a few hours later, Sitrick had been fired.

"We hired him. We out-sourced," explained a BWR spokeswoman, giving the official story. "We thought we might need the extra help, but we didn't. It turned out, smaller is better."

Unofficially, an insider said the flacks at Sitrick "gave a fake story to In Touch. They did a not-kosher thing, and that's uncool. They [bleep]ing lied."

In Touch quotes Phillippe as saying in an "exclusive interview," "I'm not jealous of her, that's so far from the truth. She's someone who's very talented and works hard. I've done well, too - that was never an issue."

Phillippe was also quoted, "This is the hardest time of my life - I miss my family."

The problem wasn't so much the quotes, which sound like what Phillippe would say - it was that BWR had already put Phillippe on the phone with People magazine for their "exclusive interview."

Sitrick responded to Page Six by e-mail: "The project was not as big as they expected . . . We were not fired because of any fake quote given to In Touch magazine. We don't even know what you are talking about with respect to that."

Actress Reese Witherspoon files for divorce

Oscar-winning actress Reese Witherspoon filed for divorce on Wednesday from her husband of seven years, actor Ryan Phillippe, just over a week after the couple announced their separation.

"We are saddened to announce that Reese and Ryan have decided to formally separate," publicists for Witherspoon and Phillippe, 32, said in a joint statement last week.

"They remain committed to their family and we ask that you please respect their privacy and the safety of their children at this time," the statement said.

Witherspoon and Phillippe reportedly met at her 21st birthday party before working together on the 1999 film "Cruel Intentions." They married in June of that year and have two children, 7-year-old daughter Ava and 3-year-old son Deacon.

Witherspoon established herself as a major box-office draw as star of the 2001 comedy "Legally Blonde" and scored a follow-up hit with "Sweet Home Alabama." She won a best-actress Oscar this year for her role as Johnny Cash's country-singing sweetheart June Carter in "Walk the Line."

Phillippe is currently starring in Clint Eastwood's latest film, "Flags of Our Fathers," as one of the U.S. servicemen who raised the Stars and Stripes on Iwo Jima's Mount Suribachi during World War Two.

Lady stars leaving lesser spouses behind

So now that there's been a seismic shift in our nation's landscape, what lessons have we learned?

No, not THAT seismic shift. We're referring to the earth-shattering news about Britney Spears and Kevin Federline, who've joined a line of showbiz power couples where the successful woman leaves the underperforming spouse behind.

Just last week came the news about Reese Witherspoon, Hollywood's highest-paid actress, and husband Ryan Phillippe. Three weeks ago it was Whitney Houston saying goodbye to Bobby Brown. Before that it was double Oscar winner Hilary Swank and her TV actor husband, Chad Lowe.

Not that any of this will change the direction of our country like Tuesday's election, but is there something universal to be gleaned from this mini-trend in the celebrity sphere?

Actually, yes, say some matrimonial experts. They note that we can and should learn from these celebrity bustups, where the woman, traditionally the financially dependent spouse, leaps beyond the man in terms of money and power, creating inevitable fissures in the union. More practically, they say, professional women need to learn to protect their assets — as in demanding a prenuptial agreement — before they head to the altar.

If they don't, says New York lawyer Bonnie Rabin, they risk the situation that Witherspoon, who's said to be getting $29 million for her next film, reportedly finds herself in: no prenup (unlike Spears), and a fortune that in California gets split 50-50 with her much less bankable husband.

"The world is getting educated by these celebrity separations," says Rabin, whose firm has handled high-profile divorce cases. "The dependent spouse has traditionally been the woman. Now, you have cases where the woman is the anchor, the provider, the supporter."

"The interesting question is, how is society going to look at these men that are left behind? Are they going to be seen as the victims now?"

Of course, every relationship is different, and nobody knows what makes them work or fail. Still, there are common factors — and pressures — in any under-the-spotlight showbiz relationship, says Janice Min, editor of the celebrity magazine US Weekly.

"In any relationship, it's hard, even for the most enlightened couples, to break out of traditional roles," says Min. But in Hollywood, it's worse. "It's an industry built on ego," Min says. "And we glorify the heroic male. When the dynamic is reversed, it's tough."

Spears wed aspiring rapper Federline in the fall of 2004. From the beginning, they were mocked (and helped the process along with their own reality show). He was depicted as a loafer living off his wife, and she was often portrayed, fairly or not, as a flustered and mistake-prone mother.

Though Spears had wealth and fame before marrying Federline — likely one reason she had a prenup — couples like Witherspoon and Phillippe, Swank and Lowe, and Jennifer Lopez and her first husband came together before the women reached real stardom.

"It's very easy to be supportive when you're both in the trenches," says Rabin, the lawyer. "But when one of you is propelled into atmospheric celebrity, the other one is left in the trenches."

And that's before you even begin to talk about other huge problems that can afflict marriages: infidelity (perhaps a factor in the Witherspoon/Phillippe split), or substance abuse (Swank has said Lowe's substance use contributed to their split).

Ironically, successful people can have more relationship challenges than those who aren't, Rabin says. "The travel, the hours, the pressure. And they don't have to stay together. The more money you have, the easier it is to leave."

And, of course, the easier it is to lose that money. Which is why Theresa DiMasi, editor in chief of brides.com, says the prudent thing for almost anyone is to plan ahead with a prenup, even if it seems terribly unromantic.

"I actually don't think it's unromantic," she says. "I think it's respectful. It's being honest. Look, we all hope for the best. But I don't care how amicable a split is — people get bitter. The smartest thing Britney Spears did is get a prenup."

No Prenup for Witherspoon, Phillippe

Ryan Phillippe has been mum about his split from wife Reese Witherspoon since their divorce was announced on Oct. 30 – until now.

In an exclusive statement to PEOPLE, Phillippe says, “I’m not a perfect person, but I’m not guilty of a lot of the things I have been accused of. My priority is and always has been the health and safety of my family."

Phillippe, 32, and Witherspoon, 30, have a daughter Ava, 7, and son Deacon, 3.

Phillippe will not comment on reports that a relationship with Abbie Cornis – the Australian actress who costars with him in an upcoming film – played a role in the demise of his seven-year marriage to Witherspoon. But his reps vehemently deny other recent allegations of hard partying and drug use.

It’s no secret that Phillippe has always enjoyed hitting the clubs with friends. He and Witherspoon "would fight over that kind of thing all the time. He got away with a lot and he knows it," according to a source at a Santa Monica bar that Phillippe used to frequent.

His rep, however, denies it: "Look, he went out, she went out, it wasn’t a point of conflict."

Others who know them say Phillippe often stayed at his Venice office after arguments with Witherspoon, sometimes "for days a time," says the source. "He said she hated that."

Whatever happens next, says a Phillippe pal, "I know they love their kids to death. So they'll do what they can to keep it from turning ugly."

No Prenup for Witherspoon, Phillippe

Another celebrity couple will once again have to maneuver through divorce proceedings without the benefit of a prenup.

Oscar winner Reese Witherspoon and husband Ryan Phillippe, who announced Monday (Oct. 30) that they're splitting, did not sign a prenuptial agreement when they married seven years ago, reports TMZ.com. This means that under California law, the couple should divide their earnings equally.

If this is the case, Phillippe looks to benefit financially from the breakup. He makes a decent $2.5 million per film, but that's nothing compared to Witherspoon's paycheck of upwards of $20 million per film. The celebrity gossip site claims that sources close to the couple don't expect the breakup to get ugly because of the couple's personalities and attitude regarding their children.

Although no reason was given for their split, the buzz is that Phillippe, 32, had an illicit relationship with his 24-year-old "Stop Loss" co-star Abbie Cornish, whose rep denies the affair. Neither Witherspoon nor Phillippe have commented on the rumor, and there has been no talk of a reconciliation.

Witherspoon, 30, and Phillippe married in June 1999 after co-starring in "Cruel Intentions." They have two children: Ava, 7, and Deacon, 3.

Witherspoon won an Oscar in March for "Walk the Line," while her husband co-starred in the ensemble drama "Crash," which won best picture that same night. He currently can be seen in Clint Eastwood's "Flags of Our Fathers."

Ryan Cheated With Aussie

RYAN Phillippe's cruel intentions to cheat on wife Reese Witherspoon brought an end to their glam Hollywood marriage, Us magazine reports. The "Flags of Our Fathers" star couldn't resist his seven-year itch when he brazenly played around in public with 24-year-old Aussie actress Abbie Cornish. "Ryan admitted it was true and said, 'We need to just end this.' Reese literally had no choice," an anonymous source told Us. Reps for Phillippe, 32, and Oscar winner Witherspoon, 30, announced Monday they're splitting up after seven years of matrimony. Their reps could not be reached for comment last night. Phillippe and Cornish allegedly grew close in Austin, Texas, on and off the set of their indie flick, "Stop Loss." Other sources have pointed to a different castmate. "We're a little bit devastated and heartbroken," mom Susan Phillippe said. The National Enquirer says the final straw came two weeks ago, hours after the New York premiere of "Flags," when Witherspoon found incriminating e-mails on her hubby's BlackBerry.

Witherspoon and Phillippe Split

Reese Witherspoon and Ryan Phillippe have reportedly separated after seven years of marriage.

According to the busy celebrity muckrakers at TMZ.com, the "Cruel Intentions" stars haven't filed divorce papers, but the Oscar-winning actress has enlisted divorce-lawyer-to-the-stars Robert Kaufman, famous for extricating Jennifer Aniston, Roseanne and Lisa Marie Presley from their wedding vows.

The 30-year-old Witherspoon and her 32-year-old husband met at her 21st birthday party. The have two children, Ava and Deacon.

Witherspoon and Phillippe's reps presented TMZ with the following statement: "We are saddened to announce that Reese & Ryan have decided to formally separate. They remain committed to their family and we ask that you please respect their privacy and the safety of their children at this time."

An unnamed source tells the celebrity site that the cause for the split was "cumulative." Expect plenty of additional details in the days to come.

Witherspoon produces deal for 'Penelope'

Reese Witherspoon's first film as a producer, "Penelope," has been picked up for theatrical release in 2007 by IFC Films.

Witherspoon co-stars in the romantic tall-tale of a rich girl (Christina Ricci) born with a pig snout who seeks true love to break the curse of her bovine beak. A relentless paparazzo (Peter Dinklage) hires a plant (James McAvoy) to vie for her affection among many scared suitors, but the spy finds himself strangely attracted to the girl he has been hired to expose to the world.

Playing against type, Witherspoon portrays the biker chick the girl befriends after escaping the clutches of her overprotective parents (Catherine O'Hara and Richard E. Grant).

The project was produced by Witherspoon and Jennifer Simpson's Type A Films, and Stone Village Pictures.

"Reese has a real knack for producing, from working on a script to hiring technical workers to even suggesting shots to the director," said Stone Village principal Scott Steindorff.

He wouldn't disclose details of the deal but said it includes a big prints and advertising commitment. A source close to the negotiations placed the overall deal at more than $10 million.

The $15 million project had its world premiere at the Toronto International Film Festival last month, heading in as one of the most talked-about projects and ending up on a relatively slow burn toward gaining a distribution.

Weinstein Co. will handle home video and TV distribution in North America.

Homebody actors good for California business

Hollywood stars are fighting back against "runaway" production to cheaper foreign locales, though for personal rather than patriotic reasons.

New Line Cinema's "Rendition," being directed by Gavin Hood ("Tsotsi"), is a globe-spanning political thriller centering on a Cairo-based CIA analyst who finds his world spinning out of control after he witnesses the interrogation of a foreign national by the Egyptian secret police. Jake Gyllenhaal has signed on to play the analyst, and Reese Witherspoon will portray the foreign national's Chicago-based pregnant wife.

Matching its story line, the movie has shoots planned around the world, with locales in Morocco, South Africa and Washington being prepped. The movie was to have also shot in Toronto, where Hollywood movies often relocate, but now will shoot beginning next month in Los Angeles.

The reason? Witherspoon.

Witherspoon did not want to go to Canada, insisting that she remain close to her husband Ryan Phillippe and their two kids.

"She's got a family, she wanted to stay here," a source close to the production says.

In accommodating Witherspoon, New Line rearranged the shoot so that Los Angeles will double for Chicago and Washington and provide most of the U.S. interiors. Even some of the North African interiors might be filmed here.

According to the California Film Commission, there is a definite decline in studio film production in California. Between 2003-05, about 25% of productions were shot entirely in the state. "In '06, we are projecting that number will go down to 11%," the commission's Amy Lemisch says.

If officials want to fight to keep productions closer to home, they might find no better allies than homebody actors with clout.

In her new memoir, "Killer Life," producer Christine Vachon writes about how, when making 2002's "Far From Heaven," Julianne Moore agreed to sign on to the movie, accepting its low-budget wages, but wanted the production to switch from Toronto to New York because she wanted to be close to her husband and son. The filmmakers wanted Moore, and the location was switched, though the budget shot up $1.5 million.

Stars have exerted their power before in order to work close to home. David Duchovny grew so tired of Vancouver during his many seasons of shooting "The X-Files" that he strong-armed the series to move to Los Angeles for its sixth season. One of the few actors to move a production for patriotic reasons was Arnold Schwarzenegger, who insisted that "Terminator 3: Rise of the Machines" be made in California. Tony Shalhoub brought "Monk" to Los Angeles after its first season. And Adam Sandler tried to shoot as many scenes as possible of the Hawaii-set "50 First Dates" in California.

The "Rendition" news sent waves of joy throughout the community of location managers and local film commissioners, who cheered the somewhat rare reversal of having a production come back into California.

"We applaud celebrities who ask for feature and TV production to stay home," FilmLA president Steve MacDonald says. "However, policymakers need to come up with real incentives. We can't rely on the goodwill of celebrities to keep production here."

Gyllenhaal, Witherspoon eye spy drama

Jake Gyllenhaal and Reese Witherspoon are in final negotiations to star in the next film from the director of the Oscar-winning South African feature "Tsotsi."

"Rendition" revolves around a CIA analyst based in Cairo whose world spins out of control after he witnesses the interrogation of a foreign national by the Egyptian secret police. Gyllenhaal will play the analyst, while Witherspoon will play the pregnant American wife of the national.

Gavin Hood will direct the New Line Cinema project from a script by Kelly Sane. Shoots are planned for Los Angeles, Washington, Morocco and South Africa starting in November.

Gyllenhaal most recently appeared in "Jarhead" and next stars in "Zodiac," directed by David Fincher.

Witherspoon won a best actress Oscar this year for starring as June Carter Cash in "Walk the Line." She next appears in "Penelope," a fable on which she served as a producer.

Hood's urban crime drama "Tsotsi" won the Oscar this year for foreign-language film.

Reese Unveils Penelope

The Toronto International Film Festival is in full swing – with stars like Reese Witherspoon and Sacha Baron Cohen unveiling their latest offerings.

In all, 352 movies from 61 countries will unspool at this year’s festival, which runs until Sept. 16.

Oscar-winning actress, Witherspoon was wearing her producer's hat at Toronto. Well, not literally. On Friday night, her blond locks swung uncovered as she introduced Penelope, a whimsical fable produced by her production company, Type A. The movie, about a wealthy young woman born with a pig's snout for a nose, played by Christina Ricci, had its world premiere there at Roy Thomson Hall. Witherspoon herself has a minor – but amusing – role as a Vespa-riding delivery woman in the flick.

Before bringing Ricci and other cast members onstage, Witherspoon said she was particularly delighted to be debuting Penelope at the festival.

"It was at the Toronto Film Festival last year that I saw Walk the Line for the first time with an audience," she said, recalling the obviously happy memory. (She went on to win a Best Actress Oscar for her role as June Carter Cash in the biopic about country star Johnny Cash.)

Penelope is just one of many films that have come to Toronto this year trailing significant buzz, either because of favorable showings at earlier festivals, such as Cannes or Telluride, or because they feature big name stars or controversial subject matter.

Several movies that rate high on the chatter meters – a few of which I've already seen – include:

• Babel: Brad Pitt and Cate Blanchett play an American couple traveling overseas in this ensemble drama, which spans the globe, touches on issues of terrorism, and shows how everyone is interconnected. The film had its debut at Cannes and is considered a possible Oscar Best Picture candidate. It's a worthy movie, but its parts work better than the whole.

• Borat: Cultural Learnigs of America for Make Benefit Glorious Nation of Kazakhstan: Yes, that is indeed the full title, though everyone is just calling it Borat, followed by, "You know, the one with that Ali G guy." That would be Sacha Baron Cohen, the audacious English funnyman who starred in HBO's Da Ali G Show and was the effete French racecar driver in this summer's Talladega Nights: The Ballad of Ricky Bobby (a mouthful in itself). In Borat, a hilarious comedy that sets new highs for rude and crude, Cohen plays a TV reporter from Kazakhstan who travels across America in hopes of meeting Pamela Anderson. How rude and crude? The final credits list one guy's job as "nude fight coordinator." Now, there's an occupation to which one can aspire.

• A Good Year: This lightweight comedy marks the first re-teaming of star Russell Crowe and director Ridley Scott since Gladiator in 2000. Set in the South of France, Year is about a hard-charging English businessman who inherits a French villa and vineyard. It's based on a novel by Peter Mayles. The film has the fizz of champagne and its impact is just as fleeting.

• Infamous: If you liked Capote last year, get ready for deja vu. Infamous tells the identical story about what happened when novelist Truman Capote traveled from New York City to rural Kansas to report on a horrific real life murder case. Toby Jones, a little known British actor, plays tiny terror Capote and Sandra Bullock costars as pal Harper Lee. Infamous is good, just not quite as good as Capote.

• Bobby: This ensemble drama, a still unfinished film that is being shown in Toronto as "a work in progress," is about the effect that the assassination of presidential candidate Robert F. Kennedy had on various people (mostly fictional) present at the Los Angeles hotel on that fateful night in June, 1968. Written and directed by Emilio Estevez, Bobby boasts a powerhouse cast, including Demi Moore, Lindsay Lohan, Anthony Hopkins, Laurence Fishburne and Helen Hunt.

• Stranger Than Fiction: This is a clever conceptual comedy that's lots of fun. It stars Will Ferrell as an IRS tax auditor whose life is being narrated, in a voice-over that only he can hear, by a novelist played by Emma Thompson. The impressive list of costars includes Maggie Gyllenhaal, Dustin Hoffman and Queen Latifah.

With the exception of Penelope, all of the movies mentioned have distribution deals and will be opening in theaters in the next few months.

Sightings

REESE Witherspoon and Jim Belushi's wife, Jenny, checking out the Cirque du Soleil show "Love" at the Mirage in Las Vegas

Reese Witherspoon has a 'nose' for the movie biz

One year, a performer might arrive at North America's premier film festival, wow the crowds and go on to be the belle of the ball on Oscar night. The next year, she might be just another independent producer, looking for a distributor to throw some money at her labor of love.

That's the case with Reese Witherspoon, who accompanied her Johnny Cash biopic, Walk the Line, to the festival last year and was rewarded with gold for her feisty take on country singer June Carter Cash.

Now, as the 10-day event kicks off, she is on the business side of the camera with the second effort from her production company, Type A Films. (First was the sure-sell Legally Blonde sequel.) Penelope boasts a decidedly non-mainstream premise: A family curse causes rich girl Christina Ricci to suffer from an awkward physical deformity: a pig nose.

"It's a modern-day fable with an incredible production design and a dark sense of humor," Witherspoon says. "It has an uplifting message and a great story about learning to appreciate who you are."

Also in the cast as Ricci's lone suitor is James McAvoy, who was Mr. Tumnus in The Chronicles of Narnia and is the Toronto it-boy with three films, including The Last King of Scotland and Starter for Ten, in the lineup. For added box-office insurance, Witherspoon plays a supporting role.

No matter the eventual outcome, one thing is certain. Tonight, Penelope is receiving the full-glitz red-carpet treatment in Toronto, same as Walk the Line. Nothing like treating Oscar's reigning best actress in a manner she deserves.

"The thing that I like about the gala premieres is the amazing immediate audience response," she says of the events held in the spacious Roy Thomson Hall. "There are about 2,000-plus people in the theater, and the movie is projected larger than I've ever seen."

Staking a claim to a concept by putting the film in the festival is not a bad idea, either. "Hopefully, we are the only pig-nose movie out there," Witherspoon says. "You never know. Charlotte's Web is hot on our tail. But if there are other pig-nose projects, back off!"

MGM Plans 'Blonde,' 'Blue' Sequels

On Wednesday (Sept. 6), MGM announced plans to expand its worldwide television distribution operation and, in the process, revealed plans to move forward on sequels to films ranging from the '80s classic "WarGames" to the underwater treasure hunting saga "Into the Blue."

In a press release, the company announced that the MGM Worldwide Television Distribution Group will handle the international television sales for "Casino Royale," Daniel Craig's first turn as James Bond movie, as well as "Rocky Balboa," Sylvester Stallone's final turn as the titular pugilist.

That part isn't interesting. What is interesting is that the release says that the Group will also launch worldwide sales campaigns for a slate of sequels.

There's "Legally Blonde 3," which MGM describes with the slug "Beauty and brains bring big laughs," but without any mention of the presumably absent Reese Witherspoon.

There's "Cutting Edge 3," billed as "the romantic drama about the quest for victory among professional ice skaters." The 1992 romantic skating comedy got made-for-TV sequel treatment earlier this year on ABC family.

Although 2005's "Into the Blue" made less than $20 million domestically, MGM seems to be giving it another go, calling "Blue 2" a "new and exciting installment based on the action thriller about aspiring treasure hunters." It's difficult to imagine either Jessica Alba or Paul Walker being involved.

While the timetable on those three movies is vague, things appear to be moving forward on "WarGames 2," a follow-up to the 1983 Matthew Broderick vehicle. The release says that shooting will begin in November in Montreal on the "thrilling story of what happens when top officials try to dismantle the famous computer." No attached talent was announced.

In addition, as has already been reported in many circles, MGM is overseeing production on "Species 4," starting in October. Frank Mancuso Jr. will executive produce.

It's unclear on whether or not any of these sequels will be theater-bound or if they'll just take the lucrative path straight to DVD.

Toronto film festival promises stars, premieres

The 31st annual Toronto Film festival will attract more star power than usual this year with Brad Pitt, Russell Crowe, Jennifer Lopez, Reese Witherspoon and Sean Penn among the Oscar winners and Hollywood heavyweights expected to attend.

Organizers said on Tuesday that the 10-day festival, which starts on September 7, will include 352 feature films and shorts from 61 countries and 107 world premieres.

The festival has grown in influence over the years and is now seen, along with Cannes, Berlin Sundance, as one of the leading showcases for the movies that will be vying for Oscars and other awards early next year.

Most of the features will be world or North America premieres and many of the films are entered in the hope of finding distributors from the 5,000 industry professionals who will be attending.

"The festival's tentacles are truly in every part of the world," said festival director Piers Handling.

Among the movies premiering are "All the King's Men,' starring Penn in a remake of the classic film about the rise and fall of a Southern politician, and German director Werner Herzog's "Rescue Dawn," about an American airman who escapes from a Laotian prison during the Vietnam War.

Also being screened is Ridley Scott's 'A Good Year," starring Crowe and Albert Finney about a British businessman who takes a year off in Provence.

Red-carpet treatment will be given to "The Journals of Knud Rasmussen," directed by Zacharias Kunuk and Norman Cohn, which will kick off the festival and "Dixie Chicks: Shut up and Sing," one of the more politically-charged offerings.

The film focuses on the aftermath and fallout of Dixie Chicks singer Natalie Maines' criticism of President Bush at a concert in London in 2003.

"The Journals" is based on the writings of a 1920s Danish ethnographer about the clash of cultures between European Arctic explorers and Inuit natives.

"Not only do our selections have a big impact (on) ... the Oscars and the Golden Globes, but increasingly the biggest directors and stars are coming here to Toronto to introduce their new films to audiences for the first time and to secure distribution," said festival co-director Noah Cowan.

The festival will include Spike Lee's four-hour documentary "When the Levees Broke: A Requiem in Four Acts" which tells the story of the aftermath of Hurricane Katrina.

TelevisionComedy/musical - High School MusicalReality - American IdolActress, drama/action adventure - Rachel Bilson, The O.C.Actor, comedy - Wilmer Valderrama, That '70s ShowPersonality - Ashton Kutcher, Punk'dActress - Mischa Barton, The O.C.Breakout show - So You Think You Can DanceBreakout star - Zac Efron, High School MusicalChemistry - Vanessa Anne Hudgens and Zac Efron, High School MusicalSummer TV series - So You Think You Can Dance

Reese Witherspoon sues magazine over baby story

Oscar-winning actress Reese Witherspoon sued Star magazine on Wednesday, charging that the U.S.-based tabloid fabricated a story that she was pregnant with her third child.

Witherspoon sued the magazine's parent company, American Media Inc., in Los Angeles Superior Court for invasion of privacy over the cover story, which appears in issues dated June 26 and is already in some stores.

The article suggested that Witherspoon, 30, was unwilling to tell producers of her upcoming films that she was pregnant and was hiding her changing body under 1920s-style swimsuits, baggy clothing and "Empire-waist dresses."

The actress, who filed the lawsuit under her full name of Laura Jean Reese Witherspoon, sought unspecified general and punitive damages in the lawsuit, which asserts that she is not pregnant and that the story hurt her reputation it implied that she was dishonest with the producers.

Representatives for American Media could not be reached for comment on the lawsuit late on Wednesday.

Witherspoon, who landed her first major film role at the age of 14 and has since become one of Hollywood's most bankable stars, won a best actress Academy Award this year for her role in "Walk the Line."

Witherspoon Tours Katrina Devastation

Reese Witherspoon says she wants families affected by Hurricane Katrina to know they haven't been forgotten. The Oscar award-winning actress was among a delegation of women who toured devastated parts of the city last week.

"I feel really like it's absolutely imperative that myself and this delegation of women have gotten together to come down and show that we haven't forgotten, we still care about these children, we are going to continue to lobby for these children," Witherspoon told ABC's "This Week," which aired Sunday.

Witherspoon, who has a daughter and a son with husband Ryan Phillippe, says children are "such a common denominator."

"Once you have children in your life, you can no longer close your eyes to people who are in a similar situation," she said. "And I feel really blessed to be able to be on this side of it, but I also recognize the huge responsibility that we have to these people. And I will never forget this experience."

In a gutted building with no interior walls, exposed pipes and no air conditioning to stave off the Louisiana heat, Reese Witherspoon, Jennifer Garner and Cicely Tyson chatted with children who had lost their homes, then watched as they sang, danced and worked on art projects.

The movie stars were among a delegation of women touring devastated parts of the city Monday to meet with families and children trying to adjust to life after Hurricane Katrina.

"I don't think you get a real clear perspective unless you come down and see it," Witherspoon said after chatting with students at a Freedom School set up by the Children's Defense Fund to help young storm victims.

"The children need attention right now," said Witherspoon, this year's best actress Oscar winner for Walk the Line.

The visit was part of an effort by the fund to bring attention to the needs of storm victims, particularly traumatized children. The group plans to open more than 20 such schools in communities along the Gulf Coast: 13 for Louisiana and nine for Mississippi.

The New Orleans school is in part of the city inundated with 1.5 metres of water after Katrina hit Aug. 29. Many homes sit empty and deteriorating, and piles of storm debris still line sidewalks.

About 1.2 million people younger than 18 are living in areas rendered disaster zones by Katrina, and as many as eight per cent, or 100,000, are expected to develop post-traumatic stress disorder, according to various estimates.

Some experts say the mental health toll may be much higher. Of the first 1,000 children screened by the Louisiana State University Health Sciences Center, 27 per cent displayed symptoms of trauma, including nightmares, flashbacks, heightened anxiety and bedwetting.

"I've been shocked and heartbroken," said Garner, star of TV's Alias and the film Elektra, who cried when the children danced and sang Something Inside So Strong by South African singer Labi Siffre.

Tyson greeted the children, then read to them.

"Let me tell you how happy I am to be here with you today . . . to see you . . . to hug you," said Tyson, who starred in Sounder and The Autobiography of Miss Jane Pittman.

The delegation of more than two dozen women from Hollywood, Washington and New Orleans chatted with students as they worked on art projects and read books in small groups. Listed participants included actresses Elisabeth Shue, Jane Kaczmarek, Holly Robinson Peete and LaTanya Richardson Jackson, wife of actor Samuel L. Jackson.

The delegation also met with displaced families living in a village of government trailers and took a bus tour of the Lower Ninth Ward, a struggling part of the city even before it was devastated by the storm.

High school and college students are trained and hired to work in Freedom Schools, which provide children with three meals a day, cultural and developmental activities, and conflict-resolution exercises.

Clooney, Witherspoon make Time magazine list of influential newsmakers

Oscar winners George Clooney and Reese Witherspoon and German Chancellor Angela Merkel are among the newsmakers on Time magazine's list of 100 people who shape our world.

The list of 100 most influential, in the issue on newsstands Monday, also includes world leaders Hugo Chavez of Venezuela and Ehud Olmert of Israel, director Ang Lee, plus entertainers Daddy Yankee, Ellen DeGeneres and Meryl Streep.

There are 104 names on the list, with Tom Anderson and Chris DeWolfe, founders of the MySpace Internet sites, and former Presidents Clinton and George H.W. Bush sharing spots.

The list includes 79 men and 25 women from 29 countries including Bhutan, Liberia and Luxembourg.

Separately, Time named 15 power couples such as Brad Pitt and Angelina Jolie and Jay-Z and Beyonce, plus five couples from history including Frida Kahlo and Diego Rivera.

The awards are slated to be doled out Apr. 10 on CMT, fans can vote till April 7 at CMT.com

'Line' drawn as Cash DVD soars to No. 1

The Oscar-winning Johnny Cash drama "Walk the Line" took the top spot on the DVD sales and rental charts for the week ending March 5, easily beating a slate of high-profile competitors, according to data issued Wednesday.

The 20th Century Fox release outsold Disney's second-ranked "Lady and the Tramp" by a nearly 2-to-1 margin on VideoScan's First Alert charts.

"Walk the Line," starring best actress Oscar winner Reese Witherspoon, also was a big hit in rental stores, generating an estimated $9.2 million in revenue during its first week, according to trade publication Home Media Retailing. That's nearly 50% more than second-ranked "Yours, Mine & Ours," a family comedy that came to video after a respectable $53.4 million theatrical run.

Oscar buzz helped lift "Crash" up five places to No. 13 on the sales chart, and that was before the drama's surprise best picture win Sunday night.

Academy Award Acceptance Speech

CATEGORY: LEAD ACTRESS: Reese Witherspoon FILM: "WALK THE LINE" Oh, my goodness. I never thought I'd be here my whole life growing up in Tennessee. I want to say Johnny Cash and June Carter had a wonderful tradition of honoring other artists and musicians and singers, and I really feel that tradition tonight. It is very important, and I really feel it. So I want to thank the Academy for this incredible honor. I want to say thank you to so many people who helped me create this role. Everyone at Fox, Cathy Konrad, James Keach, for producing the film. A very special thank you to Jim Mangold who directed the film and also wrote this character. Who is a real woman. Who has dignity and honor, and fear, and courage, and she's a real woman. And I really appreciate that. It was an incredible gift that you gave me. So thank you. And T-Bone Burnett for helping me realize my lifelong dream of being a country music singer. Thank you T-Bone. And I want to say thank you to Joaquin Phoenix who just put his heart and soul into this performance. His commitment and passion for this character and for this performance was just remarkable, and I feel so lucky to have gone on this journey with you. I am so blessed to have my family here tonight. My mother and my father are here. And I just want to say thank you so much for everything, for being so proud of me. It didn't matter if I was making my bed or making a movie. They never hesitated to say how proud they were of me. And that means so very much to a child. So thank you, Mom and Dad. I want to say thank you to my wonderful husband and my two children who should be going to bed. And thank you for loving me so much and supporting me. And I want to say that, my grandmother was one of the biggest inspirations in my life. She taught me how to be a real woman, to have strength and self respect, and to never give those things away. And those are a lot of qualities I saw in June Carter. People used to ask June how she was doing, and she used to say -- "I'm just trying to matter." And I know what she means. You know, I'm just trying to matter, and live a good life and make work that means something to somebody. And you have all made me feel that I might have accomplished that tonight. So thank you so much for this honor.

Oscar Press Room

"It's an original Christian Dior from 1955. And I found it in a vintage store in Paris, and it's mine. I'm so happy about that." -- "Walk the Line" best actress winner Reese Witherspoon emphasizing that she had avoided a repeat of her Golden Globes pre-worn dress fiasco.

Wrong-way Witherspoon

What you saw: Reese Witherspoon grasps her actress award for her portrait of country singer June Carter in Walk the Line, saying, "I never thought I'd be here my whole life." She thanks her husband, actor Ryan Phillippe, and their children, "who should be going to bed."

What you didn't see: Witherspoon was lost when she came off the stage, unsure where to go next and not wanting to be left alone. Jamie Foxx came to her aid. "I'll stay right here with you," and hung by her side until she was helped by Oscar officials.

So, what does it all mean?

The trophies have been handed out, but will any victory have lasting effect?

Actress: Reese Witherspoon, Walk the Line

The story: The rise of music legend Johnny Cash, his love affair with June Carter Cash, his fall into addiction and subsequent revival.

The win: She echoed her character's philosophy in her speech, "I'm just trying to matter." Now her colleagues have shown her they think she does. This is a critical win for Witherspoon, a former child actress who has been regarded as bubbly and cute. Now she has the credibility to go with her smile - much like Julia Roberts had after her win for 2000's Erin Brockovich. Is Witherspoon America's new sweetheart?

What's next: Penelope, a romantic comedy and contemporary fable about a woman trapped by a family curse. No specific release date set.

Reese Witherspoon, Jamie Foxx, other celebs hit Oscar afterparties

At midnight, a grinning Reese Witherspoon arrived at Vanity Fair's annual bash at Morton's with two men - her best-actress Oscar and husband Ryan Phillippe.

A few minutes later, last year's best-actor winner, Jamie Foxx, arrived and began talking to reporters as this year's winner, Philip Seymour Hoffman, zipped past him to leave.

On his way in, Oscar host Jon Stewart narrowly missed colliding with Madonna, who was dressed in a slinky pink dress, as she was striding out with her husband, filmmaker Guy Ritchie.

Inside the party - the guest list was reportedly cut by 500 this year - Witherspoon and Phillippe became engrossed in conversation with lifetime achievement award recipient Robert Altman, who towered above the two.

Heath Ledger spotted rapper Eve, and grabbed her hand to chat.

In another corner of the room, Jennifer Lopez and her husband, Marc Anthony, were greeted by a steady stream of admirers, including Heidi Klum and her husband, Seal.

On the other side of the party, Mary J. Blige and designer Kimora Lee Simmons sat on a couch laughing and scouting out the crowd while Simmons' husband, Russell Simmons, chatted with Crash actor Chris Bridges, aka rapper Ludacris.

Hilary Swank showed up without husband Chad Lowe - the couple are newly separated - but another couple seemed to be on the mend as Nicole Richie held hands with ex-fiance, Adam Goldstein.

By 1 a.m., seeing hip-hop trio Three 6 Mafia show off their original song Oscar and the diamond and gold "grills" on their teeth seemed normal on this night of surprise wins and unexpected couplings.

Just down the street, Elton John's Oscar party at the Pacific Design Center was lavish, but competed for attendees with newcomer Us Weekly and Rolling Stone's joint Oscar Rocks shindig at Wolfgang Puck's restaurant.

Witherspoon Walks Her Way to Oscar

Reese Witherspoon walked all the way to the Oscar podium Sunday night, winning the best-actress award for her rich, radiant portrayal of June Carter in "Walk the Line."

Witherspoon had long been the favorite for her performance in the Johnny Cash biopic, which required her to take intensive music and vocal lessons to play the country legend alongside the film's star, Joaquin Phoenix, who underwent similar training.

She'd already won Golden Globe and Screen Actors Guild awards, as well as top honors from critics groups in New York and Boston.

Witherspoon's closest competition came from Felicity Huffman, who underwent a striking physical transformation to play a pre-op transsexual in the road trip comedy "Transamerica." Huffman's performance defied the vampy glamour of TV's "Desperate Housewives," where she's one of the five stars, and earned her Golden Globe and Independent Spirit awards.

Also in the running were Judi Dench as a wealthy widow who stages a nude revue in "Mrs. Henderson Presents," Keira Knightley as the freethinking Elizabeth Bennet in "Pride & Prejudice" and Charlize Theron as a miner fighting sexual harassment in "North Country."

Oscar 2006 Timeline

Despite Los Angeles' recent "winter storm," the sun deigned to shine down upon the Southland just in time for the 78th Annual Academy Awards on Sunday, March 5. The stars converged upon the Kodak Theatre to be seen in their red carpet finery and witness comedian/political pundit Jon Stewart in his first-ever Oscar hosting gig.

Just in case you're on an aircraft carrier, your DVR cuts out, you need to take an unplanned bathroom break or just want to relive the magic, Zap2it has a play-by-play account of Hollywood's biggest night.

Keeping with the flavor of a local event, all times are Pacific.

5:02 p.m. -- Let's get this party started. "Brokeback Mountain" joke No. 1: In clips showing why all the previous -- currently living -- Oscar hosts are unavailable this year, Billy Crystal and Chris Rock are shown sharing a tent. Steve Martin, Whoopi Goldberg and David Letterman are likewise indisposed. Mel Gibson and Mr. Moviefone are uninterested. Jon Stewart wakes up in bed with Halle Berry, followed by George Clooney. Only one of them is a "dream."

5:05 -- Host Stewart starts his monologue as Catherine Keener checks her cell phone in the audience. Those expecting him to come out guns ablazin' may be disappointed. Gentle ribbing ranges from movie piracy to Angelina Jolie to Bjork.

"I think I speak for all Jews when I say I can't wait to see what happens to us next," Stewart remarks to Steven Spielberg, director of "Schindler's List" and "Munich."

"All right, so I'm not winning director," he jokes, referring to his two other nominations of the evening. He goes on to say that it's odd that he will now always have this label to carry around, along with "Sexiest Man Alive 1997" and "Batman."

He does not thank Isaac Mizrahi.

5:24 -- Stewart observes that Clooney's win is "the kind of thing that can get a fellow laid." Tom Hanks appears in an unfunny video about how the Academy intends to keep acceptance speeches short -- by having the orchestra confront the winner and have him/her shot with a tranquilizer dart. By the way, Hanks looks a little freaky with long hair that's brushed back. Perhaps it's for his "Da Vinci Code" role?

5:27 -- Ben Stiller, dressed in a lime-colored unitard to demonstrate the wonders of green screen technology, pretends to freak out the audience with his "floating head" trick. He then encases his head with a matching hood to present the best visual effects Oscar with the words, "Envelope, through the power of movie magic, open yourself." Joe Letteri, Brian Van't Hul, Christian Rivers and Richard Taylor win for "King Kong."

5:33 -- Reese Witherspoon presents the best animated feature Oscar to Nick Park and Steve Box for "Wallace & Gromit in the Curse of the Were-Rabbit." The two are wonderfully goofy with huge, striped bow ties and matching ones they just happen to carry to outfit their Oscars. They conclude their speech with a rousing, "Crackin' cheese, Gromit!"

5:35 -- Naomi Watts introduces Dolly Parton, who performs her nominated song "Travelin' Thru" from "Transamerica." The country star has changed out of her pink gown from the red carpet into a white pants suit to better show off her assets.

5:42 -- Returning from commercial, Stewart feigns having been telling the audience why he thinks Scientology is right for the moment and for the country. Joaquin Phoenix is not amused. It's unclear if this is because he is a devotee of L. Ron Hubbard or because he's not known for his sense of humor.

5:43 to 5:47 -- The Wilson brothers (Owen and Luke) present the live action short award, followed by two of the characters from "Chicken Little" presenting animated short.

Hands down, the Wilson brothers are cuter, if not as family friendly.

5:50 -- Jennifer Aniston presents Canadian writer Margaret Atwood's sister Colleen with an award for best costumes for "Memoirs of a Geisha." This was her sixth nomination and second win (previously she took home the gold guy for "Chicago").

5:56 -- Funnymen and "Anchorman" co-stars Will Ferrell and Steve Carell introduce the makeup category wearing too much bronzer and fake eyelashes, respectively. The award goes to Howard Berger -- whose mustache makes him look like a gunfighter -- and Tami Lane for the "Chronic" what? "...cles of Narnia." Just a little blast from the past for those of you paying attention.

6:01 -- Stewart expresses shock that "Cinderella Man" didn't win for making up Russell Crowe to look like he got into a fight. He points to the towering Oscar statue behind him and then cryptically asks, "Do you think if we got all together and pulled this down, democracy would flourish in Hollwyood?" The audience laughs nervously before he introduces the "very clothed Rachel McAdams" -- referring to her refusal to be nude for the cover of Vanity Fair -- who presented the tech Oscars. A short video for one of those winners is shown while everyone tries to be polite and attentive.

6:05 -- Morgan Freeman, a "penguin's best friend," presents the best supporting actress award to Rachel Weisz for her role as activist Tessa Quayle in "The Constant Gardener." She mentions something about being honored and looks great even pregnant. We're a little disappointed, not because she won, but because we wanted to get a closer look at Michelle Williams' egg yolk-yellow dress.

6:12 -- Lauren Bacall introduces a tribute to film noir. She struggles a bit to get through her speech and mispronounces director Otto Preminger's name, but we cut her some slack because she's Lauren Bacall.

6:16 -- A "Daily Show"-type, Stephen Colbert-narrated series of best actress campaigns and smear campaigns is shown. We learn that Keira Knightley is "Acting While Beautiful" and that Reese Witherspoon is the American choice. Oh, and you don't want to let Dame Judi Dench near your fainting couch or your eye during a bar fight.

6:22 -- "March of the Penguins" wins best documentary. All four of the men who come onstage have a stuffed penguin with them. Boy, would they have been embarrassed carrying those around all night if they hadn't won.

6:24 -- Kathleen "Bird" York sings her nominated song. Hey, she was on "The West Wing" ... and "The O.C."

6:32 -- Stewart is obviously moved by York's song, which is accompanied by people reenacting scenes from "Crash." The host's advice: When trying to escape a burning car, do not move in slow motion.

6:35 -- Sandra Bullock and Keanu Reeves, starring in the upcoming time-traveling romance "The Lake House," present the art direction award to John Myhre and Gretchen Rau (for set decoration) for "Memoirs of a Geisha." There's some sad business going on with Rau, who isn't present, but Myhre reads an acceptance speech on her behalf.

6:38 -- The hardest working man in Hollywood, Samuel Jackson, intros a montage of film clips about issues, which our lovely host says "were never a problem again." One of the songs during the montage is Aaron Copland's "Hoedown (from Rodeo)," which basically decides for us what's for dinner. (Beef, get it?)

6:44 -- The surprise performance that Mr. Announcer Man teased us with before the break is violinist Itzhak Perlman, who plays portions of the five Oscar-nominated scores. We were surprised, sorta. I was hoping for Yo-Yo Ma. Gustavo Santaolalla wins for his work on "Brokeback Mountain."

6:56 to 6:59 -- Jake Gyllenhaal gives voice to more propaganda designed to prove that movies need to be seen on the big screen. See, it seems the movie business is suffering from not only piracy but people waiting for Netflix. Clips follow designed to prove this point. However, they look just fine on our 50-inch, hi-def television so we don't think this is going to get us to go to the theaters anytime soon. You know, unless we get invited to a press screening.

7:00 -- Stewart acknowledges all the clips are getting to be a bit much. Thanks, Jon. Gee, maybe this is what they should be cutting down on rather than playing music during all the acceptance speeches in a passive-agressive way of making sure everybody keeps their moment in the spotlight short.

7:04 to 7:10 -- Oh, look, more clips. At least these serve a purpose, demonstrating honorary Oscar recipient Robert Altman's body of work. Once again surprising us with her comedy chops, Meryl Streep teams up with Lily Tomlin for a dizzyingly terrific intro where they tease, trip over and perfectly complement one another.

7:15 -- The freaky M. Night Shyamalan/Amex commercial plays again. Life is just fraught with mysteries when you have spooky music and odd camera angles.

7:18 -- Chris "Ludacris" Bridges introduces the most-anticipated performance of the night: Three 6 Mafia's nominated "It's Hard Out Here for a Pimp" from "Hustle & Flow." The performance overall is fine, with Taraji P. Henson, who played Shug in the film, joining on vocals and wearing a Marilyn Monroe-inspired dress. Frankly, we're more distracted by the dancers on stage dressed in Oscar-hoooker chic getting dragged around by dancing pimps and Johns.

7:24 -- The gang returns to stage to accept their best song award from Queen Latifah. They're so excited, they're talking over one another, prompting Stewart to observe, "That's how you accept an Oscar."

7:27 -- Jennifer Garner, looking a bit bustier from her pregnancy, almost trips on stage before presenting the sound editing Oscar to the "King Kong" team of Mike Hopkins and Ethan Van der Ryn.

7:37 -- Will Smith presents the best foreign language film award to "Tsotsi." Did you know he was offered the part of Neo in the "Matrix" movies? Seeing Keanu Reeves there with Sandra Bullock earlier reminded us

7:47 -- With -- fingers crossed -- only a little more than half an hour of show left Philip Seymour Hoffman wins for "Caopte." He takes a moment to congratulate his mom for raising four kids on her own. We take a moment to congratulate her for looking more like she could be his date than his mother.

7:55 -- John Travolta presents the cinematography prize to Dion Beebe for "Memoirs of a Geisha." The speech is sweet, but boring, except for the part where he mentions his little boy, that sweet child of his, is named Axel. Or is it Axl?

7:58 to 8:04 -- Jamie Foxx promises to see Three 6 Mafia at one of the after parties. Then he gets back to business to give the best actress Oscar to Reese Witherpoon for playing -- and singing as -- June Carter Cash in "Walk the Line." She's so emotional, her voice is shaking, but she's able to choke out a fairly comprehensive acceptance speech, remembering to thank co-star Joaquin Phoenix as well as hubby Ryan Philippe.

8:07 -- Stewart assures us that we're cruising through and will be done soon.

8:10 -- Time for the screenwriting awards. As writers, this excites us since we so rarely get our due. Larry McMurtry and Diana Ossana win for adapting Annie Proux's "Brokeback Mountain."

Side note: Isn't it sweet of Michelle Williams to keep bringing her "Dawson's Creek" co-star Busy Philips to all the awards shows?

Bobby Moresco and Paul Haggis win best original screenplay for "Crash."

8:20 -- Tom Hanks presents the best director's award to Ang Lee for "Brokeback Mountain." The helmer takes a look at his statuette and quips, "I wish I knew how to quit you." He thanks his main characters, Ennis Del Mar and Jack Twist, for representing how everyone deserves love.

8:26 -- Jack Nicholson, with his halting speech and tinted specs, is just too cool. He gives the night's highest honor, the best picture award, to "Crash." The cast -- all 200 of them -- jump up from their seats to congratulate Haggis before he takes to the stage. He graciously allows fellow producer Cathy Schulman to deliver the acceptance speech, and she makes a point to acknowledge the other films nominated for "one of the most maverick years in American cinema."

8:30 -- We're hoping for one last joke, but Stewart merely sends us off with a lackluster "Good night, and get home safe." ABC gives us a final montage featuring highlights from the evening as the credits roll.

Backstage at the Oscars

Despite the glamour and glitz that comes with being a movie star, backstage at the Oscars even the biggest luminaries are human.

Prior to going before an audience of their peers - and potentially hundreds of millions of television viewers - some of Hollywood's most polished professionals look more like anxious children getting ready for a school play, nervously pacing, mouthing lines and inhaling deeply before heading into the bright lights.

Charlize Theron, no stranger to the Oscars stage, looked relieved after presenting for best documentary. Backstage, she confided to Morgan Freeman, "I was so nervous out there. Oh my God."

After winning best supporting actress for The Constant Gardener, Rachel Weisz, seven months pregnant, looked dazed as she came off the stage, exclaiming to no one in particular: "I'm so tripped out right now. I'm sorry, I'm not normal."

Ben Stiller, clad in a neon green one-piece outfit, was a bundle of nervous energy before going on stage. He bounced up and down like a boxer heading to the ring for a championship fight.

Painstakingly choreographed on stage, the backstage scene at the Oscars is controlled chaos. Everyone - and nearly everything - moves. Actresses draped in diamonds walk by as tuxedoed men move enormous props into place. Trophy presenters come on and off stage, taking the Oscars from a white-gloved man (in a tuxedo, of course) who takes them off a three-tiered shelf as the winners are announced.

And scenes bordering on the ridiculous - such as stage and film star Lauren Bacall asking whether she could take a penguin plush toy back to her seat. (The winning crew from best documentary March of the Penguins gave one to her.)

The star power backstage at the Oscars can be overwhelming - even for the stars.

Reese Witherspoon, winner of best actress for her role as country singer June Carter in Walk the Line, was headed to the green room after making a presentation when she heard fellow Tennessean Dolly Parton begin her performance.

She rushed to a backstage monitor. A stage manager told Witherspoon she could watch from the wings. "Oh, really?" Witherspoon exclaimed excitedly, then moved to get a better view.

Witherspoon and other Oscar winners take the "winner's walk" after getting their trophies. They exit stage left, then behind the curtains walk the width of the stage, past a table of drinks and into a velvet-lined elevator that takes them down to meet the press.

Nicole Kidman flagged down best supporting actor winner George Clooney as he was making the walk. "You have to take that," she said, handing him the torn winner's envelope that contained his name.

3 million stand in "Line" for Johnny Cash DVD

The much-vaunted "Oscar bounce," in which studios use Academy Awards buzz to help sell nominated films on DVD, is paying off for "Walk the Line."

The Johnny Cash biopic sold more than 3 million copies during its first day in stores Tuesday, 25% above the forecasts of its distributor, 20th Century Fox Home Entertainment.

"We're thrilled with this sales velocity and expect all of the activity around the Oscars to further boost sales and awareness this week and well into next," said Steve Feldstein, the studio's senior VP marketing communications. "But truly, it speaks volumes to the strength of the film and consumers' continued love affair with the DVD format."

"Line," whose nominations include acting nods for Joaquin Phoenix and Reese Witherspoon, was one of three Oscar-nominated films to hit DVD the week before Sunday's ceremony. The others are "Pride & Prejudice" and "A History of Violence."

Oscar contenders in the pipeline include " Harry Potter and the Goblet of Fire," on Tuesday; best picture nominees "Good Night, and Good Luck," on March 14, and "Capote," on March 21; "The Squid and the Whale," also March 21; "King Kong" and "Memoirs of a Geisha," on March 28; and "The Chronicles of Narnia: The Lion, the Witch & the Wardrobe," on April 4.

There's still time to hone that style

Hollywood's A-list has been practicing its red-carpet style this awards season in preparation for the Oscars. USA TODAY's Karen Thomas talks to Meenal Mistry of W and Women's Wear Daily about how four nominees could hone their fashion skills for Sunday's ceremony.

"All four are so different," Mistry says, and except for Terrence Howard, "could learn a little about fashion."

Terrence HowardActor (Hustle & Flow)

Overall rating: Excellent.

Oscar night tip: "Keep up the good work," Mistry says. "I'm looking forward to seeing what he does that night."

Style performance so far: Howard has an "old-school glamour about him, even though what he does is pretty modern," Mistry says. He maintained a polished look at all the awards shows, adding subtle "but never gimmicky" touches at every event: a pocket square at the Screen Actors Guild Awards, a white rose on his lapel at the Golden Globes. "He looked great in a slim black suit at National Board of Review awards, and just as good in an open-neck shirt at the (Oscar) nominees luncheon," Mistry says.

A highlight: the British Academy of Film and Television Arts/LA tea, where Howard wowed in pointy shoes and white slacks. "Obviously, he's the kind of man who can pull off things other men can't."

Stylist input: The actor wore mostly Dolce & Gabbana outfits he picked himself, a spokeswoman says, and he will work directly with the designers for the Oscars.

Style performance so far: Maybe "a little more miss than hit," says Mistry. At those events where the actress opted for light colors and soft hair and makeup, Huffman earns raves: the SAGs (in a pale lavender Nicole Miller number), and especially at the Golden Globes, in a "young, fresh, not tarty" Marchesa gown. "White is a great color for her," says Mistry.

A major miss: the National Board of Review awards, where the halter neckline on her Zac Posen gown was unflattering on her muscular frame and broad shoulders.

Stylist input: Linda Medvene, who has styled Angelina Jolie, Ellen DeGeneres and Leonardo DiCaprio, has been lending a hand throughout the awards season and will assist again for the Oscars. Expect Huffman's gown to be "unexpected and amazing," Medvene says.

Reese WitherspoonActress (Walk the Line)

Overall rating: Predictable.

Oscar night tip: "It might be nice to see her in something sexy, instead of always doing that sweet '50s thing," says Mistry.

Style performance so far: The tiny-framed actress knows that a big, glammed-up gown will make her look "dwarfed," Mistry says. But Witherspoon may have taken the right look for her to a humdrum extreme during the 2006 awards season. "She has hit on a look - lady-like, knee-length, '50s flair - but I'd like to see a little edge to her style," Mistry says. Her nipped-waist/full-skirt dress was brick-red at People's Choice; she donned pale champagne versions of the same cocktail-length cut at the Golden Globes (Chanel) and SAGs (Yves Saint Laurent Couture).

Stylist input: Nina and Clare Hallworth, who have styled Uma Thurman and Cameron Diaz, were on hand for the SAGs and the nominees luncheon and also will style Witherspoon on Oscar night.

George ClooneySupporting actor (Syriana), director, original screenplay (Good Night, and Good Luck)

Overall rating: Safe and sound.

Oscar night tip: "It would be nice to see him take a page from Terrence Howard's book," Mistry says. "Maybe he could choose a different color suit. But he should just stop playing it so, so safe."

Style performance so far: There's no doubting Clooney's killer good looks, but his style for the awards season "seems to be two looks he stapled together in his closet," Mistry says: black suit/black shirt or black suit/white shirt. And almost always Armani.

Stylist input: He doesn't work with stylists, says Clooney's spokesman.

Nominees do lunch

Stars are usually on their best behavior at the Oscar nominee luncheon, but at Monday's event at the Beverly Hilton, a few were surprisingly candid.

Walk the Line lead-actress contender Reese Witherspoon revealed that her daughter thinks she keeps winning prizes for good mothering. William Hurt, who is up for supporting actor for A History of Violence, said he's angry that someone stole his old Oscar from his house, and triple nominee George Clooney took humorous aim at an armed-and-dangerous vice president.

Witherspoon said her 6-year-old enjoys collecting movie trophies and playing with them. When Witherspoon won the Screen Actors Guild prize two weeks ago, Witherspoon recalled: "I said, 'Mommy won an award last night,' and she said 'That's because you're the best mommy in the world.' "

Hurt, who won a lead-actor Oscar for 1985's Kiss of the Spider Woman, said he no longer has the trophy because it was stolen during a move last year.

"I think it happened last June," Hurt says. "The house was being moved. It just got lost in transition." He said he's still trying to find out what happened to it, though he never kept it on display.

"I don't sport trophies around the home, I don't want my children thinking of me that way," Hurt said. "But I was a little sad; I'm sad for the person who robbed me more ... and I was (ticked) off."

Clooney, who is up for supporting actor in Syriana, along with directing and co-writing nominations for Good Night, and Good Luck, acknowledged that he's going with the flow of politically charged movies this year.

"I'm bringing Dick Cheney as my date," Clooney joked, adding a dig about the vice president's accidental shooting of a fellow hunter during the weekend. "It was so nice; he called me up and invited me to go hunting, and I said, 'Why don't you come and be my date?' "

Keira Knightley, a lead actress nominee for Pride & Prejudice, says her Pirates of the Caribbean castmate Johnny Depp, who is now shooting the sequels with her in the Bahamas, has kept her humble. "He just laughed at me," she says. "Every single time I do a take, they all go, 'Oh, is that an Oscar-nominated take?' "

Several high-profile nominees who had been expected to attend were stuck in New York because of the snowstorm. Among them: best-director nominee Ang Lee, supporting-actress nominee Rachel Weisz and supporting-actor nominee Paul Giamatti.

But for Hustle & Flow's lead-actor nominee Terrence Howard, looking sleek in a beige Dolce & Gabbana suit and white shirt, the luncheon felt more like the first day of college.

"It was like 'welcome to the club,' almost like orientation day of college," Howard said. "They even called us the class of 2005. I'm in the same class as Steven Spielberg," he crowed, not able to suppress a giggle. "No matter what happens, we'll always be the class of 2005."

With their beef tenderloin and Chilean sea bass growing cold on their tables, 116 Academy Award nominees - from actors to visual-effects designers - moved and schmoozed their way onto a set of risers for an Oscar-class photo Monday at the Beverly Hilton Hotel.

Side by side, costume designers next to directors, sound mixers near screenplay writers and famous faces aside not-so-famous faces, they celebrated their membership in Hollywood's most exclusive club.

"There are no winners here today," said Academy president Sid Ganis as they assembled. "There are no losers here today."

The gathering, he emphasized, was just a chance for the industry's elite to "come together, relax and enjoy their nominee-ness."

After the group photo, the honourees dispersed one by one as their names were called, collecting applause from their peers. And from Ganis, each got a handshake, a nomination certificate and a special-issue Academy sweat shirt.

Thrice-nominated George Clooney got a little something extra: a pat on the butt from the Academy president.

When Howard, best-actor nominee for Hustle & Flow, heard his name, he curtsied for the crowd. Phoenix, a best-actor nominee for Walk the Line, was so excited that he bounded down the risers, nearly knocking over a human-sized Oscar statue, and leaped into Ganis' arms.

Capote director Bennett Miller, looking boyish in slim-fitting jeans and floppy, unkempt curls, shuffled up to Ganis. Munich best-director nominee Steven Spielberg, who Ganis said attended the first nominees luncheon 25 years ago, proudly strutted up to the Academy honcho and gave him a hug.

Capote co-star Catherine Keener, a best supporting-actress nominee, took her oversized Oscar sweat shirt and immediately tossed it over her sleek brown shift.

Thanks to what Ganis called "relentlessly democratic seating," the most celebrated of the celebrities had been sprinkled throughout the hotel's international ballroom during the meal.

Best actor contender Philip Seymour Hoffman, in a plaid shirt, grey pants and weathered black jacket, dined alongside veteran thespian Karl Malden. Witherspoon, up for best actress, was seated near Good Night, and Good Luck co-writer Grant Heslov.

Williams and Ledger, nominated for their roles in Brokeback Mountain, were at different tables, but still close enough to lean backward for a kiss.

Later, the nominees got some pointers from Oscar producer Gil Cates, who advised them that some Oscars will be presented to winners in their audience seats at the Kodak Theatre. "You'll get a letter from me so you're not surprised," he told them.

Cates also admonished all to keep their thank yous brief and lively.

"Oscar shows are judged by one standard and one standard only: the quality of the acceptance speeches," he said. "Start thinking of what you might say should you be fortunate enough to find yourself in front of the microphone March 5.

"The rest of you can play with your BlackBerries."

As the luncheon broke up, Jake Gyllenhaal, nominated for best supporting actor for Brokeback Mountain, seemed humbled by the event.

"The company is kind of exquisite and the history is obvious. This is a true honour," the young actor said. "To be nominated for something as important socially as it is artistically makes me feel really proud."

Shane Acker, nominated for his short animated film 9, found it all overwhelming.

"I feel like a fly on the wall," he said. "It's pretty incredible to think I'm a peer of these amazingly talented people."

Cash dividend: 3 "Line" DVDs arriving February 28

Hoping to ride on the Oscar buzz for "Walk the Line," 20th Century Fox Home Entertainment is rushing the Johnny Cash biopic to DVD in three versions February 28.

"Line" is up for five Oscars, including best actor for Joaquin Phoenix, who portrays the Man in Black, and best actress for Reese Witherspoon, who plays his wife and musical partner, June Carter.

Consumers can choose from a single-disc widescreen edition, a single-disc full-screen edition and a two-disc special edition packed with extras.

All three versions come with a commentary by director James Mangold and 10 deleted scenes.

The two-disc edition also comes with three extended musical sequences, three featurettes and collectible postcards.

The film won three Golden Globe Awards last month, for Phoenix and Witherspoon and as best picture in the musical/comedy category.

Reese's Theme Park Photog Found Dead

A paparazzo who was charged with battery and child endangerment after pestering Reese Witherspoon and her kids at a theme park last fall has apparently been found dead.

Friends of photographer Todd Wallace said his body was discovered in his Brentwood apartment, according to published reports. Police confirmed that a body was found, but were unable to identify it as Wallace's because of the state of the corpse.

Witherspoon and Wallace crossed paths at Disney's California Adventure in September, where the Golden Globe winner was celebrating her daughter's sixth birthday.

Police said Wallace became enraged when Witherspoon's group declined to be photographed at close range and shoved a child out of the way, while whacking another with his camera in his efforts to snap shots of the actress.

When two theme park employees attempted to restrain the rampaging shutterbug, Wallace reportedly struck them, while cursing at Witherspoon and causing several children to burst into tears.

The photographer was slapped with six misdemeanor charges as a result of the altercation. In October, he pleaded innocent across the board and claimed to have photos and videotape from the incident proving that he did nothing wrong.

After Wallace failed to show up at a bail hearing in December, a judge issued a warrant for his arrest.

The photographer was also scheduled to be arraigned Dec. 27 on a separate felony charge of petty theft with a prior conviction. It was unclear from court records whether he attended that hearing.

Call it a hunch, but we're guessing Witherspoon won't let the dark news of Wallace's demise put much of a damper on her banner awards show season.

As expected, the Walk the Line star pulled in an Oscar nomination for Best Actress last month, after already claiming the honor at the Golden Globes, the SAG Awards and the Critics' Choice Awards.

Oscar makes Johnny Cash movie walk the plank

The Johnny Cash movie "Walk the Line" failed to secure an Oscar nomination for best picture on Tuesday, despite Golden Globe victories and widespread acclaim for a project that took a decade to get made.

Its omission was perhaps the biggest snub handed out by the Academy of Motion Picture Arts and Sciences, although high-profile films such as "Match Point," "Cinderella Man" and "King Kong" were also left out of the big categories.

Unlike last year, when the Academy vetoed such hefty contenders as "The Passion of the Christ" and "Fahrenheit 9/11," there were fewer shocks this time.

The five contenders for best picture and director matched up for the first time since 1981, which means observers cannot complain that a picture directed itself.

"Walk the Line" did garner acting nominations, as expected, for its stars, Joaquin Phoenix and Reese Witherspoon, and in three craft categories. But neither its producers nor its director, James Mangold, will get the chance to take the stage when winners are announced in Hollywood on March 5.

Cathy Konrad, who produced the picture with Cash family friend James Keach, told Reuters a best picture nomination "would have been nice." But she said the $28 million movie has earned $106 million to date and is still playing strongly in theaters.

"I feel like we made the people's movie," she said. "If people going to the movies is a testament to what is a good movie, then I feel like Jim and I won."

The omission of Mangold, Konrad's husband, was not unexpected given that he was not nominated for the Directors Guild Awards either. However, the film did receive a nomination from the Producers Guild and it recently won Golden Globes for best film, actor and actress in the comedy/musical categories.

Reese Witherspoon Surprised Over Oscar

Reese Witherspoon said Tuesday she was surprised and excited by her nomination for a best actress Oscar.

"I was completely surprised," she told reporters in Berlin, where she was promoting the Johnny Cash biography "Walk the Line."

"I was sleeping — they had to wake me up," she said. "I was very jet-lagged."

Joaquin Phoenix also won a best actor nomination for the film. Witherspoon, who said the movie was "a really good journey for me as an actor," will be competing for an award with Judi Dench, Felicity Huffman, Keira Knightley and Charlize Theron.

"I am very excited," Witherspoon said. "It feels very good."

Online Oddsmaker Sets Not-So-Surprising Oscar Favorites

Don't expect to get rich placing bets on this year's Oscar favorites.

The online sports book PinnacleSports.com has set the line on this year's Academy Awards favorites and let's just say that the favorites are both predictable and prohibitive.

Within minutes of Tuesday (Jan. 31) morning's nominations announcement, PinnacleSports had set "Brokeback Mountain" as a 1/13 favorite to capture the best picture crown. Ang Lee's Western love story is so far out ahead of the field that the site is going 11/1 odds on second favorite "Crash." Although its inclusion surprised several Oscar observers, "Munich" is a joint third choice with "Capote" at 32/1. The longshot is "Good Night, and Good Luck" at 49/1.

"Brokeback" director Lee is seen as an even more likely winner, going off at 1/19, far far ahead of second pick Steven Spielberg (15/1).

In the best actor race, Philip Seymour Hoffman's "Capote" work has him listed as a 1/7 favorite, followed by "Brokeback" star Heath Ledger at 5/1. The category's clear dark horse is "Hustle & Flow" lead Terrence Howard, at 199/1.

Reese Witherspoon is a safe bet for best actress, where the "Walk the Line" lead has 4/11 odds, though Felicity Huffman of "Transamerica" is a strong second play at 2/1. Charlize Theron goes off as the longshot at 199/1.

In the supporting categories, Paul Giamatti (1/3) and Rachel Weisz (1/4) are favorites.

The 78th Academy Awards will be presented on Sunday, March 5, 2006, at the Kodak Theatre.

Walk On By

Despite earning acting nominations for stars Joaquin Phoenix and Reese Witherspoon, "Walk the Line" was snubbed in the best-picture and best-director categories. The crowd-pleasing, critically acclaimed story of Johnny Cash and his lifelong on- and offstage partner, June Carter, looked like a shoo-in among the top spots. Witherspoon, though, will likely end up in a two-woman race for the best-actress award with "Transamerica" star Felicity Huffman.

List of Academy Award Nominations

List of the 78th annual Oscar nominations announced Tuesday in Beverly Hills, Calif., by the Academy of Motion Picture Arts and Sciences:

1. Best Picture: "Brokeback Mountain,""Capote,""Crash,""Good Night, and Good Luck,""Munich."

23. Live Action Short Film: "Ausreisser (The Runaway),""Cashback,""The Last Farm,""Our Time Is Up,""Six Shooter."

24. Visual Effects: "The Chronicles of Narnia: The Lion, the Witch and the Wardrobe,""King Kong,""War of the Worlds."

25. Honorary Award (Oscar statuette): Robert Altman.

26. The Gordon E. Sawyer award (Oscar statuette): Gary Demos.

Backstage with film winners at the SAG Awards

"I never thought I'd be an actor," Reese Witherspoon said after her lead actress win for "Walk the Line." "I never knew any actors. And it wasn't a serious profession where I was from."

Even as recently as seven years ago, she said, her mom was asking, "Are you going to make another one of your little movies?" and wanting to know whether she was going to choose a profession when she finished college.

"I never finished college, so I have no skills," Witherspoon said. "I am here by the skin of my teeth."

Being in the Johnny Cash biopic allowed her to overcome a fear that had been growing since childhood: singing. When she was little, Witherspoon begged her parents to let her go to a Broadway play camp. But when she got there, "They said that no matter what, I should never sing," she said. "It was a seed that was planted in my mind."

So when "Walk the Line" director James Mangold asked her to play the part of June Carter, she said yes but told him she could not, and would not, sing. Since the movie took so long to get made, though, Mangold was able to sand down her apprehensions over the years. And while Witherspoon still had her fear when shooting began, she said, "(Making the film) was a good way to conquer it."

2006 Screen Actor Guild Award Winners

TELEVISION

Outstanding Performance by a Male in a DramaKiefer Sutherland as Jack Bauer on "24"

Outstanding Performance by a Female in a DramaSandra Oh as Dr. Cristina Yang on "Grey's Anatomy"

Outstanding Performance by a Drama Ensemble"Lost"Adewale Akinnuoye-Agbaje as Mr. EkoNaveen Andrews as SayidEmilie de Ravin as ClaireMatthew Fox as JackJorge Garcia as HurleyMaggie Grace as ShannonJosh Holloway as SawyerMalcolm David as Kelley WaltDaniel Dae Kim as JinYunjin Kim as SunEvangeline Lilly as KateDominic Monaghan as CharlieTerry O'Quinn as LockeHarold Perrineau as MichaelMichelle Rodriguez as Ana LuciaIan Somerhalder as BooneCynthia Watros as Libby

Outstanding Performance by a Male in a ComedySean Hayes as Jack McFarland on "Will & Grace"

Outstanding Performance by a Female in a ComedyFelicity Huffman as Lynette Scavo on "Desperate Housewives"

DOC DISSES SKIN-DEEP CELEBS

CELEB-obsessed Beverly Hills skin specialist Dr. Vail Reese is once again doling out dermatological disses with his annual "Skinny" awards. Brad Pitt and Angelina Jolie top the list with their myriad skin conditions, according to Reese's skinema.com. Pitt gets a Skinny for overcoming severe acne scars to become a sex symbol, and Jolie for her combination of moles, abdominal scars, tattoos and puffy lips - which Reese claims are not collagen-enhanced, as has been rumored. Tom Cruise's bride-to-be, Katie Holmes, gets called out for the unsightly cold sore she's been snapped sporting on her lower lip, while "Lost" star Evangeline Lilly gets a slap on her rear with a Skinny for the cellulite on her bum. Joaquin Phoenix gets respect for rising to leading-man status despite a prominent "cleft lip" scar on his face, which typically relegates actors to more villainous roles unless concealed by a mustache. Phoenix's "Walk the Line" co-star Reese Witherspoon gets props for refusing to bow to the Botox craze, which renders many a Tinseltown face expressionless. "For now, [Witherspoon] continues to walk the line, knowing her forehead muscles convey emotion even as they slowly produce aging furrows," states Dr. Reese.

Cruise tops list of moneymaking stars; Depp finishes second

Tom Cruise led a poll of movie exhibitors aimed at determining the top 10 moneymaking stars of 2005.

Cruise, who appeared in last year's War of the Worlds, has won the annual survey by Quigley Publishing Co. seven times, Arnold Robinson, the actor's publicist, said Thursday. Tom Hanks, Clint Eastwood, Burt Reynolds and Bing Crosby have all snatched the No. 1 spot five times.

The Quigley Poll, conducted every year since 1932, asks motion picture exhibitors to vote for the 10 stars who generated the most box-office revenue for their theatres.

Johnny Depp finished second in the 2005 poll. Angelina Jolie and Brad Pitt tied for third, followed by Vince Vaughn, George Clooney, Will Smith, Reese Witherspoon, Adam Sandler and last year's winner Tom Hanks.

Reese Walks Line To Endeavor

Reese Witherspoon has walked the line to the Endeavor talent agency. The actress, who won a Golden Globe on Monday for her performance as June Carter in the Johnny Cash biopic "Walk the Line," had been without representation since her previous agent Steve Dontanville retired from William Morris in April.

Globes Tidbit

Reese Witherspoon and superexuberant husband Ryan Phillippe both forgot their cellphones. Finally, Reese borrowed Renée Zellweger's, so the "Walk the Line" star could call home and check on the kids. She told them to go to bed

Witherspoon's Globe Gown Worn by Dunst

Reese Witherspoon's gown wasn't vintage — though it had been worn by another actress three years ago.

Photos published this week showed the Golden Globe winner wearing the same glittery Chanel cocktail dress that Kirsten Dunst had worn to the awards in 2003.

Witherspoon, the best actress in a musical or comedy winner for "Walk the Line," was seen asking Chanel President Maureen Chiquet at an after-party why she wasn't told the gown already had a public outing, Women's Wear Daily reported.

Gretchen Fenton, publicist for Chanel, told The Associated Press the fashion house was "unaware" that Dunst, star of the "Spider-Man" movies, had worn the dress.

The fashion house apologized for "the oversight."

"We are honored that Reese chose to wear Chanel and thought she looked beautiful," the company said in a statement. "We congratulate her on her well-deserved win."

Witherspoon believed the gown — in a champagne color with metallic trim on the bust — was vintage, her publicist, Nanci Ryder, was reported as telling the New York Post in Wednesday's editions.

"Reese was told the dress was vintage," Ryder was quoted as saying. "It was not. I'm not angry — just a little disappointed, but the big deal is Reese won the Golden Globe."

A press release from the company on celebrities wearing Chanel gowns to the Golden Globes had described the dress as vintage. Fenton said the gown is from the 2002 couture collection and isn't considered vintage.

Still, Fenton said, the term vintage, long used to classify dresses from bygone eras, has become "very vague" and is a "new way" to define apparel not available in recent designer collections.

The snafu is "embarrassing for both Reese and Chanel," celebrity stylist Phillip Bloch told the AP, calling Witherspoon "a victim of people just not doing their job correctly."

"She was a victim of fashion powers that be," he said.

Ryder and her designer-loving clients, who include Jennifer Lopez and Renee Zellweger, will continue to support Chanel, said publicist Leslie Sloan, who works with Ryder at the Baker Winokur Ryder publicity firm.

REESE'S CHANEL HAD WORN LOOK

It doesn't sound possible, but Chanel managed to turn Reese Witherspoon into a fashion victim at the Golden Globes.

Witherspoon, who won Best Actress for "Walk the Line," wore a white-and-silver "vintage" Chanel dress - only to find out it was a mere 3 years old and that Kirsten Dunst wore the same frock to Globes after-parties back in 2003. Whoops!

Witherspoon's rep, Nancy Ryder, is said to be so angry at Chanel for giving her a recently recycled gown that she's vowing not to accept anything from Chanel again - or let her other clients, including Jennifer Lopez and Renée Zellweger, wear anything from the French couture house.

Ryder said, "Reese was told the dress was vintage. It was not. I'm not angry - just a little disappointed, but the big deal is Reese won the Golden Globe."

Two by two to the after-parties

After Monday's Golden Globes, stars checked out the parties at the Beverly Hilton Hotel. USA TODAY's Donna Freydkin, William Keck and Whitney Matheson were on the scene, where several dynamic duos were spotted.

Warner Bros. /In Style

Arguably the hottest go-to party of the night, the Warner Bros./In Style celebration was all about couples. Reese Witherspoon and Ryan Phillippe cuddled on a red sofa. Felicity Huffman and William H. Macy hit the dance floor. Nicollette Sheridan and Michael Bolton ordered Cosmos at the bar. And Matthew Fox and his wife, Margherita Ronchi, filled their plates with chicken skewers and egg rolls.

Witherspoon and Phillippe went to a closed-off area, where they received well-wishes from famous friends. "Our life is perfect - it really can't get better," he said.

Phillippe embarrassed Witherspoon when he said how they would celebrate her Walk the Line win once they got home: "Hot and heavy lovemaking."

Eva Longoria called Bolton the true love of co-star Sheridan's life, which inspired Sheridan to tease, "Eva shouldn't reveal things I told her." But Sheridan openly kissed Bolton, who echoed that sentiment about their reunion: "Nicollette has always been the love of my life, and now it's not a secret anymore."

Longoria left with Jamie Foxx, but insisted she wasn't cheating on her beau, basketball star Tony Parker. "I did Jamie's music video for him, so we're friends," she said. "And he has Tony's blessing."

Mary-Kate Olsen was escorted about by her publicist and revealed she has accepted her first acting gig since leaving New York University, a small role in the film Factory Girl, about a wealthy party girl who drops out of Harvard. "It feels great to be acting again," she said.

West Wing star Allison Janney said writers will deal with late co-star John Spencer's death in a February episode. "It really feels like the organic end of the show."

Chris Rock and David Spade sat with young Everybody Hates Chris star Tyler James Williams. As for Jon Stewart taking over as host at the Oscars, Rock said, "Jon's going to be great. There are a lot of political movies this year, and he's the political guy." - W.K.

Weinstein /Glamour

The Weinstein/Glamour party attracted its share of big names to its post-party at Trader Vic's, where stars hung out on banquettes inside the red-themed tent. Some turned up early for the viewing party during the show.

Mary-Kate Olsen was her usual press-shy self, saying that she was "just here enjoying myself." Earlier, she and comedian Jimmy Fallon enjoyed a hug-fest, with Fallon telling Olsen that she looked beautiful in her gold Michael Kors gown.

The after-party, meanwhile, was teeming with stars. Kevin Spacey held court at one end, Pierce Brosnan walked around with wife Keely Shaye Smith, while winner Sandra Oh hoisted her statuette and a grinning Mariah Carey posed for photos with Harvey Weinstein. Huffman was the belle of the ball, posing for pictures with husband Macy and happily chatting with fans. "We're going to hang out here with my friends," she said, adding that she keeps her success in perspective "because I'm older and I've spent a lot of time out of work, and you don't forget."

Nominee Scarlett Johansson was thrilled that Huffman took home a statuette for Transamerica. "It's always exciting to see an actor who takes a chance in smaller independent films and gets recognized for it," Johansson said.

Munich's Eric Bana was relishing his first Golden Globes but did admit to being a wee bit disappointed. "I thought it would be a little more raucous," he said. - D.F.

NBC / Universal

At the NBC/Universal party, on- and off-screen couple Heath Ledger and Michelle Williams stopped by, as did their Brokeback Mountain director, Ang Lee. King Kong's Adrien Brody hung out with director Peter Jackson. Natalie Portman bypassed the long line and went straight inside as Mira Sorvino left with her husband, Chris Backus.

Melanie Griffith made a late entrance with her Miss Golden Globe daughter, Dakota Johnson, 16. So how did Melanie and Don Johnson's kid do? "I think she was awesome - elegant, poised and confident, and she did her job really well," Griffith said. "I TiVoed it."

Dakota responded: "Did you really? That's horrible!" - D.F.

Fox

24's Kiefer Sutherland left before 9. "I've got to go to work in the morning," he said. Castmate Louis Lombardi (Edgar) stayed a little longer, as did Stacked's Marissa Jaret Winokur and Prison Break's Dominic Purcell.

Wentworth Miller, also of Prison Break, said the highlight of the Globes for him was seeing Philip Seymour Hoffman win for Capote. "He's such a brilliant actor, an actor's actor," he said. As for what viewers can expect when Prison returns, Miller offered: "The body count will rise."

Witherspoon and Phillippe made an appearance for about 10 minutes before turning back toward the elevator. - W.M.

Golden Globe Quotes

"OK, my husband just hit me so hard I almost fell over." Reese Witherspoon, best movie musical or comedy actress for Walk the Line.

Golden Globe Winners

The 63rd annual Golden Globes will air Monday, Jan. 16, 2006

Best Actress - Musical or ComedyJudi Dench, "Mrs. Henderson Presents"Keira Knightley, "Pride and Prejudice"Laura Linney, "The Squid and the Whale"Sarah Jessica Parker, "The Family Stone"Reese Witherspoon, "Walk the Line"- Winner

Walk the Line wins Golden Globe for best musical/comedy, upping Oscar chances

The Johnny Cash biography Walk the Line won the Golden Globe for best musical or comedy film Monday and earned acting honours for stars Joaquin Phoenix and Reese Witherspoon, boosting their Academy Awards prospects.

Phoenix and Witherspoon won for best actor and actress in a movie musical or comedy for the biopic that follows country legend Cash's career and his long courtship with the love of his life, June Carter.

The Globe audience clapped along to Cash's song I Walk the Line as Phoenix took the stage.

"Who would ever have thought that I would win in the comedy or musical category?" said Phoenix, poking fun at his image for dark, brooding roles. "Not expected."

Phoenix, who did his own singing in the film, thanked "John and June for sharing their life with all of us."

"This film is really important to me," said Witherspoon, who offers a spirited performance and fine singing as Carter. "It's about where I grew up, it's about the music I grew up listening to, so it's very meaningful."

Huffman and Bello wore ethereal white, which will be a top spring fashion trend. Bello complemented her white beaded Elie Saab gown with white gardenias in her upswept hair.

Keira Knightley also wore a stunning strapless white dress by Valentino with a rope-style belt, and Sandra Oh wore a white gown with a sophisticated scarf-style back.

"White was the big winner," Suze Yalof-Schwartz of Glamour magazine said from the red carpet.

Kate Beckinsale's white dress from the Christian Dior archives was dainty and elegant. She showed a bit of a funky streak with her oversized green earrings.

Reese Witherspoon's short vintage Chanel haute couture was a champagne color with metallic trim on the bust.

Cross' dress, meanwhile, was coral, providing a sharp and stunning contrast to her red hair.

"Marcia looked very goddesslike," said Collier Strong, consulting makeup artist for L'Oreal, who helped Cross get ready. "I knew her makeup had to be lighter and more feminine because the fabric was so billowy. ... It's easy to work with her because she has the most perfect skin you've ever seen."

Red also had a strong presence on the carpet: Scarlett Johansson wore a red scoop neck Valentino dress with soft ruffles on the straps and down the back; Geena Davis wore a strapless Escada with a jeweled bustier top; and Laura Linney had an asymmetrical version.

"Desperate Housewives" star Eva Longoria complemented her red Grecian wrap gown by Bob Mackie with gold platform shoes to boost her 5-foot-2-inch frame. Longoria told E!'s Isaac Mizrahi that she was sewn into the dress because it wasn't finished until she was walking out the door.

But some of fashion's favorite faces stuck with classic black — and proved that it is eternally chic.

Sarah Jessica Parker was in a strapless dress with tiny rows of tulle by Rochas, and Christian Dior's John Galliano designed a custom cocktail dress for Charlize Theron that featured black lace over nude tulle. Swank's black dress by Jean Yu had a sexy back with several straps, and Mary-Louise Parker had a plunging V-front.

Natalie Portman looked Audrey Hepburnesque in a vintage Chanel black lace bustier dress with a ribbon belt and a black-and-white diamond camellia jewel around her waist. Renee Zellweger remained loyal to designer Carolina Herrera, wearing an asymmetrical black silk chiffon dress with rouched detail and a leg-length slit up the left thigh. Zellweger wore a vintage Van Cleef & Arpels brooch pinned to the back of her waist.

Nicolette Sheridan and Queen Latifah both choose blue dresses. Sheridan's was an Armani sapphire-blue silk chiffon gown with a deep V-neck and pleated bodice, Latifah's a periwinkle goddess number that she accessorized with 23-carat, round-shaped drop diamond earrings with a fancy yellow pear-shaped diamond drop pendant on a diamond chain by Chopard.

Teri Hatcher wore a body-hugging V-neck bronze halter gown with art deco-style beading, loose hair and a small bronze clutch that held her California driver's license. Hatcher told Mizrahi she was told to bring identification to get in at the door. (She also told him that it was her 8-year-old daughter that warned her about her panty lines, so Hatcher showed up to the Globes without underwear.)

"The Globes set the fashion tone for the rest of the season," designer Randolph Duke told the Associated Press. "It's a very chic show. Some (actresses) wear more cocktail dresses. The Globes are an opportunity to do something other than that classic, glamorous Oscar gown."

Gwyneth Paltrow's overall look was very soft. Her white Balenciaga tiered gown embraced her pregnant belly instead of hiding it and her hair was up with soft waves.

The messy bun worn by so many stars was "crucial," according to Glamour's Yalof-Schwartz, and so was heavy eye makeup, pale lips and big, teardrop earrings.

"I had to find a dress that would glow with me — that was the main challenge," said Rachel Weisz, who is five months pregnant and looked quite voluptuous in her strapless gold gown by Donna Karan.

"You still see a lot of strapless," observed designer Duke. "There's something very easy about the strapless neckline. It solves a lot of problems. The garment has a foundation — usually a bustier or corset — that makes a girl feel more confident."

George Clooney embodied the classic male movie star in his Armani two-button tuxedo with satin lapels and a classic white spread-collar evening shirt and black necktie.

Ludacris, of course, had his own twist on the penguin suit: He wore a black velvet Ralph Lauren jacket with tweed pants. And Johnny Depp — always a fashion rebel — had a red shirt under his baggy suit.

People's Choose Reese At People Choice Awards

Reese took home an award at the 32 annual People Choice Awards on Jan 10

MOVIES: Favorite Leading Lady

Cameron DiazReese Witherspoon- Winner!!Renee Zellweger

Tidbit

REESE Witherspoon to a redcarpetful of media: "Besides my own movie ("Walk the Line"), my favorite film this year was 'Match Point.' " .

'Capote,' Hoffman, Witherspoon cop top critics nods

"Capote," the screen biography of writer Truman Capote, was named 2005's best film on Saturday by the National Society of Film Critics, and Philip Seymour Hoffman won best actor in the film's title role.

Best actress went to Reese Witherspoon in another real-life role as June Carter Cash, the wife of country singer Johnny Cash in "Walk the Line," while Canadian David Cronenberg was named best director for the drama "A History of Violence," the society said in a statement.

In one of a series of early film awards in the run-up to the all-important Oscars, the association of prominent film critics notably snubbed "Brokeback Mountain," the story of a conflicted love affair between two cowboys, which had dominated the awards season thus far.

In protracted balloting and an unusually close vote, the critics chose "A History of Violence" as runner-up for the year's best film, and also honored Ed Harris as best supporting actor for his role as an organized crime thug in that film.

Best supporting actress went to Amy Adams for "Junebug," while "The Squid and the Whale" writer and director Noah Baumbach won best screenplay for the domestic divorce drama.

Runners-up for the top acting awards went to Jeff Daniels for "The Squid and the Whale" and Keira Knightley for "Pride and Prejudice." Werner Herzog's "Grizzly Man" was named the year's best documentary, or non-fiction film, while best foreign language film honors went to "Head-On."

The 57 members of the National Society of Film Critics gather annually at Sardi's Restaurant in Manhattan's theater district to debate the merits of the year's top films and performances before voting. The critics work for major newspapers and magazines across the United States.

Early critical picks and other awards can focus attention for the list of potential nominees for Oscars, the U.S. film industry's top awards given out this year on March 5 by the Academy of Motion Picture Arts and Sciences.

So far this year "Brokeback Mountain" has dominated the early awards to an extent unseen for many years, being named best film by the New York Film Critics Circle and several other critics' groups and dominating the nominations for other awards including the Screen Actors Guild awards and Golden Globes.

But the best the Ang Lee directed film could manage was Health Ledger's third-place finish for best actor.

The film critics' other top picks included "2046" for best cinematography, with the film runner-up as best foreign language film and Wong Kar-wai runner-up for best director.

Veteran Los Angeles Times film critic Kevin Thomas was also given a special citation from the group.

Screen Actors Guild Awards

The 12th annual Screen Actors Guild Awards will air Sunday, Jan. 29 on TNT and TBS.

Reese Gets KC Nod

It feels like it's just been days since the last small region critics group announced its annual film awards.

For all readers who were just jonesing for some critics' love, along comes the news that the Kansas City Film Critics have thrown their considerable weight behind Steven Spielberg's "Munich" as the year's top picture.

Although it entered December as the film to beat in the Oscar race, "Munich" has had to overcome some measure of controversy as well as a minor case of awards apathy. The KC scribes join the Washington Area Film Critics as the only major groups to name "Munich" as best film.

In addition to toasting the film, the KC scribes lined up behind Spielberg as best director and with Tony Kushner and Eric Roth for adapted screenplay.

For the most part, the KC writers elected to stick with the trends. Philip Seymour Hoffman won yet another best actor award for "Capote" and Reese Witherspoon's "Walk the Line" work added to its acclaim. From Washington to Boston to Toronto, critics groups have been saluting Paul Giamatti's "Cinderella Man" supporting performance and Maria Bello has also heard her name mentioned several times as a supporting actress honoree for "A History of Violence."

"Wallace & Gromit: The Curse of the Were-Rabbit" was best animated film and "Murderball" and "Grizzly Man" split the documentary prize. There was also still time to recognize "Downfall" as best foreign offering and George Clooney and Grant Heslov's "Good Night, and Good Luck" script was also found worthy.

From Vegas to Dallas, Critics Hail 'Brokeback'

In what's becoming one of the most familiar sight of the holiday season, a trio of regional critics groups gave best picture kudos to "Brokeback Mountain," starting the week off right for the hard-charging tale of forbidden love.

The Southeastern Films Critics, the Dallas-Ft. Worth Film Critics and the Las Vegas Film Critics have all named Ang Lee's drama the year's finest movie. All three groups also named Lee as the year's best director.

The Vegas clan was particularly supportive of "Brokeback," also toasting Heath Ledger with a best actor win. Other acting nods from the Vegas critics went to Reese Witherspoon of "Walk the Line" for best actress and Matt Dillon ("Crash") and Frances McDormand ("North Country") in the supporting categories. The "Crash" screenplay, by Paul Haggis and Bobby Moresco, was best in its category, while "Kong Fu Hustle" (best foreign film), "March of the Penguins" (best documentary) and "Wallace & Gromit in The Curse of the Were Rabbit" (best animated feature) were also lauded.

The Dallas and Southeastern groups agreed that Philip Seymour Hoffman of "Capote" and Felicity Huffman of "TransAmerica" were the year's best actor and actress. They also echoed the Vegas salute for "Wallace & Gromit" in the animated field.

In Dallas, votes were thrown behind Dillon and Catherine Keener ("Capote") in the supporting categories, as well as with "Murderball" (best documentary) and "Paradise Now" (best foreign film). The Southeastern group went with Paul Giamatti ("Cinderella Man") and Amy Adams ("Junebug") in the supporting fields and "March of the Penguins" (best documentary) and "Cache" (best foreign film).

Arrest Warrant Out for Witherspoon Paparazzo

A photographer who roughed up some kids while trying to take pictures of Reese Witherspoon and her children at Disneyland in September is on the lam.

Todd K. Wallace, 44, has a warrant out for his arrest after he skipped a bail hearing on Friday, Dec. 16, report news sources.

According to various accounts, Wallace allegedly became enraged after trying to photograph the "Walk the Line" star and her kids at Disney's California Adventure on Sept. 2. He began cursing and became aggressive, making some of the kids in the party cry. He's been charged with six misdemeanor charges, including child endangerment, and is free on his own recognizance.

On Monday, Dec. 5, Wallace was arrested for allegedly stealing from a San Fernando Valley electronics store. Upon learning of this incident, the Orange County city attorney's office requested Friday's hearing, which Wallace missed. In this case, he has yet to be arraigned on a felony charge of petty theft with a prior conviction.

Wallace previously served more than four years in prison for second-degree burglary and receiving goods by fraud.

Witherspoon, 29, currently stars as June Carter Cash in the Johnny Cash biopic "Walk the Line," which has earned her the best actress award from the New York and Los Angeles critics group. She's also nominated for the best actress of a musical or comedy Golden Globe for the same role.

2005 Satellite Awards Winners

Ang Lee's "Brokeback Mountain," the belle of the ball so far this awards season, took home four honors at the 10th annual Satellite Awards, an event organized by critics formerly affiliated with the Hollywood Foreign Press Assn.

The gay cowboy romance won trophies Saturday for best motion picture drama, director, editing and song.

Philip Seymour Hoffman was named best actor in a motion picture drama for "Capote," and Felicity Huffman best dramatic film actress for "Transamerica."

Satellites in the motion picture, musical or comedy category went to "Walk the Line" as best film, Terrence Howard of "Hustle & Flow" as best actor and Reese Witherspoon of "Walk the Line" as best actress.

The event, organized by the International Press Academy, took place at the Four Seasons Hotel.

Universal Wants Witherspoon To Have 'Family Troubles'

Hoping to catch Reese Witherspoon fresh off the roaring success of "Walk the Line," Universal Pictures has grabbed the spec script "Our Family Troubles" as a vehicle for the actress.

In addition to starring in the project, which will reportedly be renamed, Witherspoon will also produce along with Jennifer Simpson, her partner in Type A Films.

According to Variety, the script, written by Don Winston, is a drama with supernatural elements. It focuses on a first-time mother (Witherspoon) bothered by unexplained phenomena. She returns to her Tennessee home and becomes obsessed with the legend of the Bell Witch. Bad things will probably happen, though we can't be completely sure.

Earlier this week, Witherspoon earned a Golden Globe nomination -- the third of her career -- for "Walk the Line." Her work as June Carter Cash has already generated awards from critics groups in Boston, New York, Washington and San Francisco, making the actress a frontrunner for Oscar consideration as well.

On the production front, Type A is moving forward on the contemporary fairy tale "Penelope," as well as the thriller "The Reckoning."

Washington Critics Vote Reese

On Monday (Dec. 12), Washington Area Film Critics have become the first organization to throw their support behind Steven Spielberg's "Munich."

Spielberg's freshly completed drama, one of the last films of the year to screen for critics, won best picture and best director from the WAFC, a minor boost for a drama that was considered an Oscar frontrunner before a foot of film had been shot.

Beyond the dual endorsements for "Munich," the Washington scribes most echoed the early favorites in the awards race.

Phillip Seymour Hoffman won best actor for his work in "Capote." The Hoffman juggernaut has already rolled to recognition from the National Board of Review, Los Angeles and Boston critics and the New York Online Film Critics.

It was a good day for Reese Witherspoon's Oscar chances, as the "Walk the Line" star added a Washington best actress win to a similar honor from the New York writers. The Boston critics also showed her the love.

Supporting actor winner Paul Giamatti of "Cinderella Man" and supporting actress Amy Adams of "Junebug" have also found their share of backers.

The screenplay honors went to Dan Futterman of "Capote" (adapted) and Paul Haggis and Bobby Moresco of "Crash" (original). "Kung Fu Hustle" was tapped as best foreign film and "Wallace & Gromit in The Curse of the Were-Rabbit" was best animated film. Best documentary was "Enron: The Smartest Guys in the Room" and "Crash" got special notice for its ensemble.

Terrence Howard, part of that "Crash" cast, will get an individual prize as best breakthrough.

"We are delighted to recognize Howard's brilliant work, not just in this film but in 'Crash' and 'Get Rich or Die Tryin'' this year," said WAFCA President Tim Gordon. "We expect to be announcing him as the winner of a best actor award some day."

Golden Globe Nominations

The 63rd annual Golden Globes will air Monday, Jan. 16 on NBC

Best Actress - Musical or ComedyJudi Dench, "Mrs. Henderson Presents"Keira Knightley, "Pride and Prejudice"Laura Linney, "The Squid and the Whale"Sarah Jessica Parker, "The Family Stone"Reese Witherspoon, "Walk the Line"

Boston Critics 'Walk The Line' For Reese

The end-of-years critics awards are starting to pour in now, slowly establishing favorites for the Oscar season. The slew of kudos began on Saturday with the Los Angeles critics group, which recognized "Brokeback Mountain" as the year's best film. Ang Lee's Western romance picked up another best picture prize on Sunday (Dec. 11) from the Boston critics, while George Clooney's "Good Night, and Good Luck" and Noah Baumbach's "The Squid and the Whale" received top prizes from other organizations. The Boston Society of Film Critics echoed the Los Angeles group in naming "Brokeback" best picture and Lee best director. While the LA clan had "Brokeback" edging out David Cronenberg's "A History of Violence" in both categories, Boston nearly went to Steven Spielberg and his new drama, "Munich." The Boston writers repeated the Los Angeles celebration of "Capote" star Phillip Seymour Hoffman as best actor, that film's screenplay by Dan Futterman and supporting actress Catherine Keener for a number of 2005 performances, including her work in "Capote." Boston saluted Reese Witherspoon as best actress for "Walk the Line" and Paul Giamatti as supporting actor for "Cinderella Man." Those awards came soon after the New York Online Critics named "Squid" as their top film and gave Fernando Meirelles the best director slot for "Constant Gardener." Hoffman won another best actor award, while Keira Knightley was best actress for "Pride & Prejudice." Oliver Platt ("Casanova") and Amy Adams ("Junebug") were the lauded supporting players and the NYOC went with Paul Haggis ("Crash") in the screenplay field. Normally the first out of the gate in this awards season, the National Board of Review was late to the game because of a balloting error, but chimed in on Monday with a nod for Clooney's celebration of Edward R. Murrow. While "Good Night" was listed as best picture, the mysterious NBR recognized nine other films as productions of merit, going with familiar names "Brokeback Mountain," "Capote," "Crash," "A History of Violence," "Match Point," "Munich," "Syriana" and "Walk the Line." The NBR also found value in "Memoirs of a Geisha." Cronenberg won the NBR's best director award and Hoffman continued his stranglehold on all best actor wins, but from there the NBR mixed things up a bit. Felicity Huffman was best actress for "TransAmerica" and the supporting categories went to Jake Gyllenhaal ("Brokeback") and Gong Li ("Geisha"). The New York Film Critics are expected to announce their prizes later on Monday and Golden Globe nominations drop on Tuesday.

NY Award For Reese

Gay cowboy love story "Brokeback Mountain" won three of the top four awards from the New York Film Critics Circle on Monday, building momentum as the critics' favorite for Hollywood's top honors, the Oscars.

Earlier the National Board of Review, a New York group of 150 film professionals, academics and students, announced its annual awards, naming George Clooney's McCarthy-era drama "Good Night, and Good Luck" as best film of 2005.

The awards presented by the New York Film Critics Circle are among a string of second-tier awards leading up to the March 5 Academy Awards. The slew of awards announced in December traditionally helps narrow the field for the Oscars.

Director Ang Lee's film "Brokeback Mountain" is shaping up as the critics' favorite, despite concerns that its depiction of a love affair between two men may have trouble winning over audiences in more conservative parts of the country.

The New York Film Critics Circle gave the film its awards for best film, best director and best actor, for Heath Ledger.

"Brokeback Mountain" already won best film from the Los Angeles Film Critics Association on Saturday, and it earned eight nominations for the Critics Choice Awards on Sunday.

The National Board of Review's prize for directing went to Lee for "Brokeback Mountain." Lee's resume boasts a varied string of hits from the Jane Austen adaptation "Sense and Sensibility" in 1995 to martial arts epic "Crouching Tiger, Hidden Dragon" in 2000.

"A lot of people among critics are responding to it because it is so daring," said Gene Seymour, chairman of the New York Film Critics Circle.

"It has all the sweep of what we have come to know as a major Hollywood romance, but it carries within it such a grand departure," he said.

The New York Film Critics named Reese Witherspoon best actress for her role in the Johnny Cash biopic "Walk the Line."

Their awards for best supporting actor and best supporting actress went to William Hurt and Maria Bello for their roles in "A History of Violence."

Critically acclaimed "Capote," directed by Bennett Miller, won an award for best first film, while Werner Herzog will be honored for two non-fiction films "Grizzly Man" and "White Diamond," the group said.

Hong Kong director Wong Kar Wai's "2046" was named best foreign language film and Japanese film-maker Hayao Miyazaki's "Howl's Moving Castle" won best animated film.

Critics Choice Nominees

A pair of critically praised independent movies, "Brokeback Mountain" and "Crash," led the list of nominees for the Critics Choice Awards on Sunday, giving them an early boost in this year's Oscars race.

Gay love story "Brokeback Mountain" earned nominations in eight categories including best film, best director for Ang Lee and best actor for Heath Ledger. "Crash," which deals with race and class issues, landed nominations in six groups, including best film, best director for Paul Haggis and best acting ensemble.

Another independent, "Capote," detailing the early career of author Truman Capote, and two major studio releases, "Walk the Line," a love story about singers Johnny Cash and June Carter, and boxing film "Cinderella Man," had four nominations each, including best film for all three movies.

Winners of Critics Choice Awards are chosen by 200 members of the Broadcast Film Critics Association who work at radio, television and other media outlets across the United States.

This year's nominations come amid a week of critics' awards and other honors, including Tuesday's nominations for the Hollywood Foreign Press Association's Golden Globe Awards, that annually help narrow the list of Oscar contenders.

The Oscars are the U.S. film industry's top awards and will be given out by the Academy of Motion Picture Arts and Sciences on March 5. Critics Choice winners are named on January 9.

"Brokeback Mountain," is off to a good start, having nabbed the title of 2005's best film from the Los Angeles Film Critics Association late on Saturday.

The other five movies on the Critics Choice list of 10 best film nominees are thriller "The Constant Gardener," George Clooney-directed "Good Night, and Good Luck," Steven Spielberg's "Munich," period drama "Memoirs of a Geisha" and big-budget thriller "King Kong."

Notably absent were director David Cronenberg's "A History of Violence," which was the Los Angeles film critics' runner-up to "Brokeback Mountain," and oil and politics drama "Syriana."

Other Oscar hopefuls that failed to make the list were "The New World," Woody Allen's "Match Point" and "Mrs. Henderson Presents."

Joining Lee and Haggis among best director nominees were Clooney for "Good Night," Spielberg with "Munich," Peter Jackson for "King Kong" and Ron Howard with "Cinderella Man."

Best actor nominees with Ledger include Philip Seymour Hoffman for "Capote," Joaquin Phoenix in "Walk the Line," David Strathairn in "Good Night," Russell Crowe for "Cinderella Man" and Terrence Howard in "Hustle & Flow."

Sightings

REESE Witherspoon, in black skull cap and jeans, sweetly giving an autograph to two little girls as she schlepped a stroller, bags and her two kids to a Toronto-L.A. flight.

Tidbit

Reese Witherspoon named her pet dog Frank Sinatra. It is to be assumed she must've been a fan.

Reese Among Top Paid Actresses

She traded Hollywood for motherhood and did not star in a movie this year, but Julia Roberts still ranks as Hollywood's highest-paid actress at $20 million a film, according to an annual power list.

The Hollywood Reporter, an entertainment paper on Wednesday published its annual list of the top-earning actresses, putting Nicole Kidman just behind Roberts at No. 2.

Kidman commands an estimated $16 million to $17 million per movie, the Reporter said.

The No. 3 and No. 4 spots were held by Reese Witherspoon, currently starring in Oscar hopeful "Walk the Line," and Drew Barrymore, both of whom take in $15 million a movie.

Roberts, with her broad smile and infectious all-American style, earned an Oscar for playing feisty consumer advocate Erin Brockovich in the 2000 movie of the same name.

That role and her ability to lure audiences into theaters in movies like "Ocean's Eleven" put her in the ranks of $20 million-plus movie actors, a realm previously reserved for hugely popular actors like Tom Cruise.

Roberts, 38, put her career on hold in 2004 and 2005. She gave birth in November of last year to twins, Phinnaeus and Hazel, and is married to cameraman Danny Moder.

Three actresses, Renee Zellweger, Angelina Jolie and Cameron Diaz, all had salaries estimated between $10 million and $15 million per film, the No. 5, 6 and 7 positions on the list.

Jodie Foster, who starred in the recent thriller "Flight Plan," returned to the list for the first time since 2002 at No. 8 with an asking price from $10 million to $12 million.

Charlize Theron made her debut in the No. 9 spot at a flat $10 million, and the No. 10 position belonged to Jennifer Aniston, who was said to make $9 million a movie.

The list of top-earning actresses is part of the Reporter's annual Women in Entertainment Power 100 issue, which hits stands December 6.

Walk the Line Holds In #2 on Week 2

Despite five new films opening in wide release the Wednesday before Thanksgiving, audiences came back for seconds of "Harry Potter and the Goblet of Fire," making it the top film at the box office over the holiday. The Warner Bros. fantasy tale -- which upped the evil and hormonal stakes for the boy wizard -- raked in an additional $54.9 million for the weekend, $81.3 for its five-day holiday run, whizzing past the cumulative $200 mil mark in its sophomore week out. Although it dropped 46 percent since the previous week, about average for such a film, its numbers are still impressive considering the fierce competition.

Still holding onto second place for its second week out is the Johnny Cash biopic "Walk the Line" with $19.7 million for the weekend, dropping a mere 12 percent. Along with "Harry Potter," other family films did well during the long holiday. "Yours, Mine and Ours" earned its stripes in third place for its debut, earning $17.5 million. Moviegoers stuffed with turkey still had an appetite for poultry, buying tickets for Disney's "Chicken Little" to the tune of $12.4 million, bringing its cumulative box office just shy of the $100 mil mark.

The adaptation of "Rent" ($10.7 mil) and New Line comedy "Just Friends" ($9.3 mil) made middling debuts since opening Wednesday.

"Pride & Prejudice" came in at No. 7, earning $7 million after increasing its theater count by more than 1,000 screens. Audiences flocked to see Kiera Knightley and Matthew MacFadyen bicker, glare, smolder and eventually declare love for one another in the Jane Austen classic, increasing its box office take by a hefty 228 percent from the previous week.

Two other Wednesday debuts -- Usher's DJ/Mafia movie "In the Mix" and John Cusack's yuletide crime comedy "Ice Harvest" -- made tepid showings to round out the Top 10.

Of note are the films in limited release, including the George Clooney vehicle "Syriana," which averaged a whopping $74,429 for each of its five screens, the IMAX re-release of "The Polar Express" averaging of $18,362 for its 68 screens, and "The Libertine," which averaged $13,403 for its two theaters in release.

Overall, the Top 12 films earned approximately $218.3 mil during the five-day holiday weekend, over last year's $211 mil. If the estimates hold, it will be the second-highest Thanksgiving weekend ever, behind 2000's $232.1 mil.

These are estimates by Exhibitor Relations, which tracks box office receipts daily.

Walk the Line opens in 2nd

Movie audiences love that little orphaned wizard. "Harry Potter and the Goblet of Fire" flew into 3858 theaters and conjured up an estimated $101.425 million in its opening weekend, besting 2004's "Prisoner of Azkaban" by nearly $8 million.

This week's other wide release, the Johnny Cash biopic "Walk the Line, came in at a distant No. 2 with $22.4 million and while the sky may not have fallen, last week's box office winner, "Chicken Little" tumbled to No. 3 with $14.769 million, bringing its $99.151 million total to just shy of the $100 million mark.

"Derailed" ($6.526 million) and "Zathura" ($5.1 million) rounded out the Top Five.

Overall, this weekend's Top 12 films grossed an estimated $171 million, a whopping 53.6 percent increase over last week and a healthy 19.47 percent rise of this weekend last year when Nicolas Cage's "National Treasure" took the No. 1 spot with $35.142 million.

The box office will get off to an early start for the Thanksigiving holiday weekend with "The Ice Harvest," "In the Mix," "Just Friends," "Rent" and "Yours, Mine & Ours" all going into wide release on Wednesday, Nov. 23.

Billboard album reviews

ARTIST: VARIOUS ARTISTSALBUM: WALK THE LINE: ORIGINAL MOTION PICTURE SOUNDTRACKIn the newly released Johnny Cash biopic "Walk the Line," Joaquin Phoenix and Reese Witherspoon go where few actors have gone before: not only channeling musical legends Johnny and June Carter Cash onscreen, but also singing in the film and the soundtrack release. And while their spot-on renditions of classics like "I Walk the Line" and "Jackson" steal the show, up-and-coming artists Waylon Payne, Tyler Hilton, Shooter Jennings and Johnathan Rice deliver equally convincing performances as Jerry Lee Lewis, Elvis Presley, Waylon Jennings and Roy Orbison, respectively. Producer T Bone Burnett brings cohesion to a wide-ranging set, with period-appropriate arrangements and consistently solid performances from the actors, singers and musicians. It's easy to envision a big success story for everyone involved in this project.

Keep a close eye on 'Walk the Line'

A Johnny Cash biopic equally packed with music and frustrated love, Walk the Line goes from compelling to enthralling.

Star Joaquin Phoenix lets it all go in his breakout scene, re-creating Get Rhythm, one of the country titan's signature tunes at Sun Records. It's an exhilarating moment.

We may have had 30 years of an effects-driven film culture, but what real movie lovers crave are acting stretches and showmanship that truly surprise.

Seeing Phoenix, you want to call 15 friends and say, "Get ready." It really is the Gladiator guy singing, with voice, demeanor, eyelids and chin combining for a dead-on Cash package. Co-star Reese Witherspoon is equally perfect as singer, onstage partner and eventual wife June Carter. Both stars will likely be propelled into the Oscar race the way Jamie Foxx was last year for Ray.

Walk the Line builds up to the famous Folsom Prison concert in 1968, but Cash's story is motivated by lamentable memories of his Arkansas childhood. Cash's daddy (well played by Terminator 2's Robert Patrick) is a tough case whether drinking or teetotaling. And Cash's older brother, his father's favorite, dies young in a power-saw accident.

These formative episodes are economically sketched, setting up marriage to Vivian (Ginnifer Goodwin), whom some Cash family members reportedly are unhappy to see portrayed as a nag. As shown here, she had her reasons. Here's Cash on the road, drinking, popping pills, watching Jerry Lee Lewis from the wings and, later, ogling Mother Maybelle Carter's cute daughter. All while Viv is at home, cleaning up kid slobber.

Line thus becomes the story of married Johnny, divorced mom June and a love that had to stay hidden except during flirty fun on stage. Playing a leveling influence who's giddy during performances, Witherspoon has dark hair, some of her Legally Blonde pluck and more vulnerable charm than she has ever shown. Individually, together, off-stage and especially on, this is smash casting, one of the best romantic pairings ever.

The incalculable bonus is not just having the leads do their own singing but doing it convincingly, which is how Gary Busey reaped critical raves and then an Oscar nomination in 1978 for The Buddy Holly Story.

It's a magical but eerie time warp watching Phoenix and Witherspoon duet on Jackson, and it's convincingly scary when Phoenix's Cash suffers a disastrous concert after an amphetamine binge.

When the story slows down a bit or when A Boy Named Sue turns out to be absent, it's OK because we've already been won over.

Walk the Line combusts white heat from star power.

Witherspoon Feels the Weight of Nashville on 'The Line'

How many of the articles written about Reese Witherspoon in the past decade have concentrated on her confidence and her composure? How many have focused on how she has balanced career and motherhood, acting and producing to become one of the most powerful young actresses in Hollywood?

It's a bit surprising, then, to hear a measure of doubt in the 29-year-old Witherspoon's voice as she discusses her turn as June Carter in "Walk the Line," a Johnny Cash biopic that has already stirred up awards buzz.

"I'm terrified of people in Nashville seeing it," Witherspoon says "I ran into people the other day and I just avoid their eyes. Like I saw Vince Gill the other day and he's like, 'I can't wait to see the movie.' And I'm like, 'Ugh.' Because, I'm just scared and Dolly Parton, she's like, 'I really want to.' 'Please don't see the movie.'"

Born in Louisiana, but raised in Nashville, Witherspoon couldn't be more aware of the reverence with which Carter and Cash are treated in her hometown, or of the anticipation for James Mangold's long-gestating film. Not only do Witherspoon and co-star Joaquin Phoenix have to embody the two iconic figures, but they did their own singing in the film, putting both actors in unfamiliar territory.

"I feel pretty good about the acting bit, I still don't feel like 100 percent," Witherspon explains. "I still feel I could have rehearsed about two more years on the singing. But, you know what? It is what it is."

While Phoenix had the difficult chore of handling Cash's instantly recognizable voice ("The person who got boned was Joaquin," Witherspoon laughs), the "Legally Blonde" star dedicated herself to doing justice to Carter, whose family was country music royalty. She learned to play several sounds on the auto-harp and immersed herself in a wealth of Carter resources.

"I think you spend months and months listening to the music, absorbing, practicing, working with real musicians who worked with them and getting as much of that as you can," she says, before adding, "And then the day you start shooting you have to throw it all away. Because, they had no self-consciousness. They were natural performers and at that time it wasn't about how you could synthesize a voice and make it appealing, it was about the natural little hiccups and the way you related a story or wrote the soul in the words you wrote."

Ultimately, the experience was satisfying enough that she now says she'd love to try a musical someday. Even if "Walk the Line" does, as most industry observers expect, yield her first Oscar nomination, Witherspoon promises she won't give up on her bread-and-butter romantic-comedies.

"I don't do things for money, I do them because I love them and I enjoy them," she says. "I loved making 'Legally Blonde' and I loved making 'Legally Blonde 2.' I am really lucky I am a woman and get to play characters that aren't just the girlfriends or just the wife. I get to play great comedic characters. I would never turn my back on that."

Witherspoon is no stranger to career negotiation and navigation and it's obvious that -- Nashville-based nervousness aside -- she's at a comfortable place in her career.

"These moments are so rare that you have a film that you feel really great about, that you feel great about the cast and the director," she says. "You just have to hope they come along every five years. If they come along more frequently, you're a lucky person in this business. We all are trying our best to make the best films, sometimes you just have to roll the dice."

"Walk the Line" opens this Friday (Nov. 18) nationwide.

WIN PASSES FOR A SCREENING OF WALK THE LINE

Wind-up Records will be releasing the soundtrack to the motion picture Walk the Line starring Joaquin Phoenix and Reese Witherspoon on Tuesday, 11/15 and have created a contest located here (http://www.winduplist.com/ls/contests/10202.asp) to giveaway tickets to a screening of the movie in select cities prior to the movie's release on Friday, 11/18. Please click here to enter! (Note: winners will be picked at 5:00 PM ET on Friday November 11, 2005)

'Walk the Line' Premieres in L.A.

There were plenty of causes to celebrate for those walking the arrivals line at the Hollywood premiere of "Walk the Line."

Thursday night's over-capacity screening marked the opening for the 11-day AFI Fest, which, in its 19th year, boasts what may be its most star-studded slate of offerings, including the latest films from Heath Ledger, Anthony Hopkins, Sissy Spacek, Andy Garcia, Tommy Lee Jones and Felicity Huffman.

Two big names making the opening-night scene: "Walk the Line" headliners Joaquin Phoenix and Reese Witherspoon, both Oscar front-runners for their portrayals of the turbulent but triumphant country-music couple, Johnny and June Carter Cash.

"Well, it's hard to say who John was because he was such a complicated character," Phoenix told AP Television. "You know, he represents so many things to so many different people. And that, to me, was why I was fascinated to play him. John's certainly not one-note. As an actor, there was a lot to work with."

And there was even more work than usual for Phoenix and Witherspoon, who, unlike many musical-biopic headliners, did their own singing and playing.

Added Phoenix, "I didn't make a decision and say, 'I'm gonna sing.' It was, in some sense, 'Let's see what's gonna happen. Let's try this, let's work on this, and we'll see how it goes.'"

Out of the blue, Phoenix suddenly changed the subject, asking, "Do I have a large frog in my hair?"

Reporter: No, no.

Phoenix: "Something's crawling out of my scalp."

Reporter: No, you look great.

Phoenix: "No, but I feel it. I'm not worried about the looks. I'm worried about the sensation of my brain being eaten. ... What did you ask me?"

Phoenix then turned away to whisper to his publicist, who smiled broadly and laughed with the actor. It appeared Phoenix was just messing with the reporter, only to return to the interview line, smile, reach out and briefly, gently massage his earlobe. A wave of laughs erupted from many of those within earshot.

One has to forgive this high-spirited bit of arrivals-line fun, given the cast and crew have been promoting the movie since September's Toronto Film Festival.

Even the usually verbal Witherspoon, glamorous in black vintage Adrian dress, kept answers short and sweet. Asked about her singing and playing, she replied, a bit wearily, "A lot of work. A lot of vocal coaching, a lot of instrument training."

Witherspoon said there was so much more to Johnny and June than their music. "I just think they have a unique love story, in that they were working side-by-side for 12 years and completely enamored of each other and couldn't be together. It was a really good story."

One on the line who knows it better than most is one of the film's producers and supporting actors, James Keach, whose actor-wife Jane Seymour came wearing a black coat she said was given to her by June.

Noted Keach, "I think John would have thought (this premiere) was really cool. He loved movies. He would have been the fan tonight."

Witherspoon shooting for 'Reckoning'

Reese Witherspoon might have her day of reckoning at Paramount Pictures.

The actress is developing the dramatic thriller "The Reckoning" through her Type A Films shingle as a possible starring vehicle.

Based on a book by Jeff Long, the story centers on a photojournalist who arrives in Cambodia to cover the U.S. military search for the remains of an American pilot shot down during the Vietnam War. The book was published by Atria in 2004.

Ted Tally ("Red Dragon," "The Silence of the Lambs") penned the screenplay, which is out to directors.

Witherspoon returns to theaters on November 18 in the Johnny Cash biopic "Walk the Line."

Paparazzi pleads not guilty in Witherspoon incident

A photographer pleaded not guilty on Wednesday to using aggressive tactics to get pictures of actress Reese Witherspoon and her family while they were on a birthday outing to a Disney theme park.

Todd Kevin Wallace, 44, was charged with four counts of battery and causing mental suffering to a 5-year-old girl, her mother and two employees at Disney's California Adventure theme park in Anaheim, Orange County, last month.

The "Legally Blonde" star and her family were at the park celebrating the birthday of her 6-year-old daughter.

Wallace's camera is said to have struck another girl as he worked to get shots. Police said he then pushed two theme park workers when they tried to get Witherspoon's party away from him.

Wallace could face up to 3 1/2 years in jail if convicted, His next court hearing is set for October 28.

Wallace was arrested as authorities in California crack down against paparazzi who target celebrities following a series of altercations involving Witherspoon, actresses Lindsay Lohan and Scarlett Johansson.

Governor Arnold Schwarzenegger signed a law in September tripling the damages celebrities can win if they are assaulted during an encounter with photographers.

In Los Angeles County, prosecutors launched a probe earlier this year to determine whether paparazzi band together to provoke celebrities in what could amount to a criminal conspiracy.

Photog Charged With Harassing Witherspoon

A paparazzo was charged with child endangerment and battery for allegedly striking one 5-year-old child with his camera and shoving another out of the way to take pictures of actress Reese Witherspoon and her children at Disney's California Adventure theme park last month.

Todd K. Wallace, 44, of Beverly Hills was charged Friday with six misdemeanor counts and is due back in court Wednesday, Assistant City Attorney Patrick Ahle said.

Anaheim Police Sgt. Rick Martinez said Wallace is charged with battering the 5-year-old's mother, who is a friend of Witherspoon, as well as two Disney employees.

Martinez said Wallace became angry when the "Legally Blonde" star and her friends declined to be photographed and began cursing them. Wallace was initially arrested only for investigation of using his body to push the Disney employees who came to the group's aid, Martinez said.

The incident left some of the children in tears.

Wallace was convicted in 1993 in Los Angeles County of second-degree burglary and receiving goods by fraud, according to state corrections records. He served more than four years in prison.

Tabloids must realize that "battering and endangering a child to get a picture for their magazines is criminal and not business as usual," said Witherspoon's attorney, Blair Berk.

In August, prosecutors decided not to charge paparazzi whom Witherspoon said chased her from her gym and trapped her outside the West Los Angeles gated community where she lives with her husband, actor Ryan Phillippe, and their two children.

Phoenix, Witherspoon in tune on 'Walk The Line'

Actors Joaquin Phoenix and Reese Witherspoon take to the mic for the soundtrack to the Johnny Cash biopic "Walk the Line," which is due in store November 15, three days before the movie opens in theaters.

Phoenix portrays late music icon Cash in the Fox movie, while Witherspoon plays his wife, June Carter Cash.

Phoenix has recorded such Cash standards as "Ring of Fire," "I Walk the Line" and "Folsom Prison Blues," and joins Witherspoon for duets on "It Ain't Me Babe" and "Jackson." Witherspoon performs solo renditions of "Wildwood Flower" and "Juke Box Blues." T-Bone Burnett produced the album, which comes out on Wind-Up Records.

AFI Fest Slate Opts To 'Walk the Line'

After playing to strong reviews at the Telluride and Toronto film festivals, James Mangold's Johnny Cash biopic "Walk the Line" has been selected to open the AFI Los Angeles International Film Festival.

AFI Fest 2005 announced on Tuesday (Sept. 20) that "Walk the Line," starring Joaquin Phoenix and Reese Witherspoon, will kick off the festival on Thursday, Nov. 3 with a gala screening at the ArcLight Hollywood's famous Cinerama Dome.

"'Walk the Line' cast a spell on us," says Nancy Collet, AFI Fest 2005's director of programming. It's a thrill to kick off the Festival with this special film. We're also proud that we've been able to attract so many distinguished and distinctive World and North American Premieres this year, from all over the globe."

In all, the AFI Fest 2005 announced 16 feature-length world premieres (including 10 narrative films) and 17 North American premieres.

Listed among the world premieres are "An American Haunting" (directed by Leonardo Ricagni), "The Gigolos" (Steve Anderson), "On the Other Side" (Gustavo Loza) and "Ripley Under Ground" (Roger Spottiswoode) and the documentaries "Pablo -- The Poet's Life" (Dario Baldi) and "The Kid and I" (Penelope Spheeris).

AFI Fest 2005 runs from Nov. 3-13. Tickets won't go on sale for the public until Friday, Oct. 14.

Just Like Heaven exorcises devil from weekend box office's top spot

Heaven beat the devil at the box office this weekend.

The Reese Witherspoon, Mark Ruffalo romantic comedy Just Like Heaven debuted at No. 1 with an estimated $16.5 million US in ticket sales, bumping the courtroom horror film The Exorcism of Emily Rose into second place.

Overall, box office revenue jumped an estimated 13 per cent compared to the same weekend last year, continuing the upward trend in movie grosses after a dismal summer, said Paul Dergarabedian, president of box-office tracker Exhibitor Relations.

"The fall season is starting in a terrific fashion," Dergarabedian said. "I'm cautiously saying that we're back on track. Audiences are just finding that the studios have a lot to offer right now."

In its second weekend, The Exorcism of Emily Rose, about a Catholic priest on trial for negligent homicide following the death of a satanically possessed 19-year-old, earned $15.3 million in ticket sales from Friday to Sunday, bringing its total domestic gross to $52 million, according to studio estimates.

Lord of War, starring Nicolas Cage as an arms dealer pursued by Interpol agent Ethan Hawke, debuted in third place with $9.2 million.

Dreamworks' Just Like Heaven, which follows a man who encounters romance from beyond when a ghost keeps appearing in his apartment, touched on the audiences' desire for something light and romantic, Dergarabedian said.

"It was sort of one of these traditional romantic comedies. Even the reviewers said it seemed like such a pat formula, but they kind of liked it," Dergarabedian said, "And Reese Witherspoon is always a draw."

The film owed its successful debut to the female over-25 crowd, who made up more than two-thirds of its audience, according to Jim Tharp, head of distribution for Dreamworks. Tharp said positive exit reviews suggest the film will continue to grow by word of mouth.

"When you have strong exits, eventually it gets out to everyone," he said.

The comedy The 40 Year-Old Virgin continued its successful run, moving to fourth place with $5.8 million, bringing its total to $90.6 million. Opening in fifth place with $4.6 million was Cry Wolf, about a group of teens who spread online rumours about a serial killer only to find the story coming true.

Meanwhile, March of the Penguins, now in its 12th week, moved up a spot to 10th place, boosting its total to $70.4 million as it inched toward Fahrenheit 9/11, which earned $119 million, as the top grossing documentary of all time.

"It's an amazing run," Dergarabedian said. "Nobody ever thought this would have a chance of challenging Fahrenheit."

Despite the upswing, box office revenue for the year remained down about six per cent, with attendance down nine per cent.

Estimated ticket sales for Friday through Sunday at U.S. and Canadian theatres, according to Exhibitor Relations Co. Inc. Final figures will be released Monday.

Witherspoon Is One Person You Meet in 'Heaven'

It was back in 2002 when Reese Witherspoon struck early autumn box office gold with "Sweet Home Alabama," a romantic fairy tale that set September records. It's a level of success that DreamWorks hopes to reproduce this Friday (Sept. 16) with the release of "Just Like Heaven."

The film, from "Mean Girls" director Mark Waters, is packaged as a pretty conventional romantic comedy. Girl (that'd be Witherspoon) meets boy (Mark Ruffalo). They bicker. They fall in love. There are twists, though. In this case, a major problem is that the boy can see the girl, but nobody else can. The girl, in this case, is not-so-alive, which is both a romantic impediment and a window into some unexpected drama.

"It's fun to do a comedy and hook people in and then hoodwink them into watching a serious movie," Witherspoon says with a twinkle. "I like to lead in with the comedy and then hit them over the head with a drama."

Part of that drama -- which won't actually hit anybody over the head -- comes from a protagonist who has built her entire career around her job, leaving no time for friends, family, love or hobbies.

"I think women are natural caretakers," Witherspoon says. "They take care of everybody. They take care of their husbands and their kids and their dogs, and don't spend a lot of time just getting back and taking time out. So I like that quality and I like that sort of 'Wonderful Life' quality where she gets to see her life for what it was and go back and have another opportunity."

Witherspoon admits that she knows a thing or two about the desire to work all the time. After appearing steadily in several films per year leading up to 2002, "Just Like Heaven" is only her third film since "Alabama." She's dedicated time to raising children Ava and Deacon and to establishing her Type A production shingle.

"I definitely could relate to Elizabeth's work ethic," she says of her "Heaven" character, a busy doctor. "I think she spends a lot of time at the hospital and I've certainly had moments in my life where it felt like I was working all the live long day and what on earth was I doing? But that's why it's important to take breaks and get some perspective, sit on the rug with the dog and the kids and just not do anything."

After her self-imposed breaks, Witherspoon is poised for a big fall with "Heaven" and "Walk the Line," in which her performance as June Carter is already earning Oscar buzz.

Laurie MacDonald, one of the "Heaven" producers, knows that without Witherspoon, her movie wouldn't have been possible, noting "These movies depend completely on the chemistry of the two leads, and so having an actress of Reese's quality to anchor it was the first job and then finding someone that we felt would really be of contrast and also a good enough actor to play that role was the other challenge."

Witherspoon's co-star Ruffalo is also full of admiration.

"I probably have a much more tortured way of working and so I appreciate the ease that Reese sorta comes to it with," the indie film veteran says. "I envy it."

Whether working or raising a family, Witherspoon seems content with her choices.

"Every movie that you make is just a roll of the dice and you hope people like it," she points out. [I]t's quality over quantity with me, and I'm just trying so hard to make the ones that I do do worth seeing."

Film review: Walk the Line

Playing the legendary Man in Black, Phoenix displays a surprisingly good voice and the ability to imitate Johnny's deep bass. As his second wife, singer June Carter, Witherspoon delivers a knockout performance as a woman who must temper her passion with an unwillingness to witness her man's self-destruction.

James Mangold's movie, too, has its rewards as it manages to skirt many of the usual dangers of any truthful look at a legend, especially a musical one. Like last year's "Ray," the chosen path is a conventional one, but it does yield an emotionally satisfying story of a man who battled many devils to claim a life of artistic and personal achievement.

Given the late singer's huge influence on music -- on folk, rock, country and punk -- and the smoothness of this particular production, it's hard to see why there won't be long lines at box offices for "Walk the Line."

Phoenix has never been the most expressive of actors, but that works just fine for Johnny Cash. A shy man who cultivated an outlaw image and sang of hard-luck lives in hard-living songs, he took the stage with a stony face and a guitar aimed at the audience. Phoenix doesn't look much like Johnny, but he gets his stage persona.

Witherspoon gets the humor and honesty as well as the resonant voice of the scrappy performing daughter of country music's first family. June falls for Johnny, but Johnny's first wife, Vivian (Ginnifer Goodwin), June's own second marriage and Johnny's increasing dependence on drugs and booze kept her at arm's length for many years.

Gill Dennis and Mangold base their screenplay on two books by Cash, "Man in Black" and "Cash: The Autobiography," as well as interviews with the couple up until their deaths in 2003. The movie follows Johnny's life from the cotton fields of Arkansas in the 1940s to his celebrated performance at Folsom Prison in 1968, which produced a best-selling live album. That span includes his pill-popping and groupie-cuddling days but stops before his born-again conversion in the 1970s.

A sawmill accident claims the life of Johnny's older brother, Jack, whom everyone saw as the "good" brother, the one headed for a life of preaching. Johnny's mean-spirited father (Robert Patrick) even declared that the devil "took the wrong son," thus insuring a lifetime of guilt and pain for Johnny.

The movie rushes through his Army service, first marriage and failed jobs to get to the fateful moment when Johnny walks through the door of Sun Studios in Memphis in 1955 and presents himself to producer Sam Phillips (Dallas Roberts). The audition with his band -- guitarist Luther Perkins (Dan John Miller) and bassist Marshall Grant (Larry Bagby) -- goes badly until Phillips suggests Johnny do a song from the heart. One of his old tunes from his Army days does the trick, and soon he's touring with Elvis, Jerry Lee Lewis and the sassy June Carter.

The movie concentrates on the blossoming relationship -- it was hardly a romance, at least not at first -- between Johnny and June. The movie establishes a strong and enduring friendship between these two, although Johnny's lingering looks are a clear sign he hopes for more.

Following June's divorce, Johnny makes romantic overtures but, according to the movie, June manages to resist for nearly a decade. Johnny does persuade June to work and tour with him, though, which leaves wife Vivian to draw her own conclusions.

"Walk the Line" -- a title drawn from Johnny's song about the difficulties of avoiding temptation while married -- is essentially a romance about a couple who are alone together only onstage. The two clearly are soul mates, but much stands between them including Johnny's equally passionate attraction to amphetamines. When June has had enough, Johnny's life spirals downward with an arrest, separation from his family and financial and health problems.

The decision to approach Johnny's life as a love story causes Mangold to neglect the development of Johnny's music. In fact, the movie implies that Johnny falls into his musical style and personality without giving it much thought. Despite the accomplished vocal work by Phoenix and Witherspoon, the film doesn't give us nearly enough of these two people as musicians.

The production is solid other than the fact that no one ages a bit. Photographed by Phedon Papamichael and edited by Michael McCusker, the concert footage is fine and energetic, while the leaps in time never feel jarring. All period details are accomplished without fuss. T-Bone Burnett expertly handles not only the score but also production of all the film's music.

Based on the books "Man in Black" and "Cash: The Autobiography" by: Johnny Cash

Producer: Cathy Konrad, James Keach

Executive producers: John Carter Cash, Alan C. Blomquist

Director of photography: Phedon Papamichael

Production designer: David J. Bomba

Costumes: Arianne Phillips

Music: T-Bone Burnett

Editor: Michael McCusker

Movie Review: 'Just Like Heaven'

With '80s bands from Duran Duran to Depeche Mode enjoying a revival, it was only a matter of time before a movie came along that was named after a song by The Cure.

("Boys Don't Cry" doesn't count — the song is too upbeat and the movie is too depressing. There's no way they're connected.)

"Just Like Heaven," though, is the perfect song to go along with a perky romantic comedy. In case you had any doubts, a cover of it plays over the dreamy opening titles. Other Cure tunes — "Killing an Arab," for example — probably wouldn't have been so suitable.

But there's Reese Witherspoon, looking sunny and bright and appropriately otherworldly in her blond radiance — since, after all, she haunts the man who rents her apartment after she's involved in a serious car accident, and learns more about life and love while in spiritual form than she ever did on Earth.

Sound just like "Ghost," or "City of Angels," or "It's a Wonderful Life?" Yes, "Just Like Heaven" has elements of all of those and "All of Me" as Mark Ruffalo, showing a surprising knack for physical comedy, convulses and flails while struggling with Witherspoon's ghostly character at a crowded bar over a glass of Scotch.

The whole exercise might have been too precious — and at times its message about the importance of appreciating life is too obvious — if not for the intelligent presence and infinite likability of its two stars.

By now it's clear that Witherspoon can do pretty much anything, from drama ("The Man in the Moon") to satire ("Election") to light humor ("Legally Blonde"), but with "Just Like Heaven" she further solidifies herself as the romantic comedy queen.

Between this and "13 Going on 30," Ruffalo continues to show his range beyond the dramatic roles in independent films — most notably "You Can Count on Me" — which have earned him justified universal praise. Together they bring weight and tenderness to a movie that could have been as ethereal as the fog that lingers over its San Francisco settings.

And director Mark Waters ("Freaky Friday," "Mean Girls") again strikes a comedic tone that is — for the most part — the right balance of sweet and light on its feet, though there are some quiet, down moments that feel a bit too corny. (Audiences will eat all of it up, regardless.)

Adapted from the French novel "If Only It Were True" by Marc Levy, the script from Peter Tolan and Leslie Dixon finds Witherspoon playing a hardworking, highly organized young doctor named Elizabeth — another of her sharp-tongued, Type-A roles, but with a tinge of loneliness and sadness.

Months after she's involved in a head-on crash while driving to see her older sister (Dina Waters) for dinner, Elizabeth shows up back at her apartment, which Ruffalo's David is renting. She has no idea what happened to her and doesn't believe she's dead — she thinks David's some homeless guy who's been squatting at her place. What he's been doing is drinking beer on the couch and moping around following his wife's death.

Eventually they wear each other's defenses down and establish a witty rapport. The funniest moments come when Elizabeth follows David around in public, where no one can see or hear her but him. Everyone just assumes David is losing his mind as he plunges deeper into depression, including his best friend, a party-boy psychiatrist played by an underused Donal Logue.

("Napoleon Dynamite" star Jon Heder steals all his scenes in a small role as the guy who works at a spiritual bookstore, and the only one who senses Elizabeth's presence — or so he claims in his laid-back-dude drawl. Think of him as the Whoopi Goldberg figure.)

David agrees to help Elizabeth figure out who she was and what happened to her, which creates some inconsistencies. She knows every detail about her apartment, but can't recall a thing about the hospital, where she routinely worked shifts of 24 hours or more. Amusingly, though, their search for clues leads them to the house of a married, much older man, prompting her to wonder, "Maybe I was a slut — a lonely, homewrecking slut!"

Of course not. As the heroine of a romantic comedy, Elizabeth must have been an angel.

"Just Like Heaven," a DreamWorks release, is rated PG-13 for some sexual content. Running time: 97 minutes. Two and a half stars out of four.

Tidbit

REESE Witherspoon, playing a feisty spirit in the coming supernatural comedy "Just Like Heaven," has had her own ghostly brushes: "I was close to my grandparents and believe I've seen them at points in my life when I needed support."...

Katrina on Witherspoon's Mind at Premiere

For Reese Witherspoon, Katrina really hit home. With the superstar actress hailing from hurricane-ravaged Baton Rouge, La., there was just no avoiding discussion of the disaster as she spoke with press at Thursday night's Hollywood premiere of her romantic-comedy "Just Like Heaven."

"My family has been thankfully fine," Witherspoon told AP Television News. "We live in Tennessee. But we have many extended family members, friends, that are dealing with some pretty difficult things. So, I've been in touch with a lot of different people like Save the Children and Children's Defense Fund, who are doing wonderful things to help out down there and providing refuge for a lot of people. All you can do is pray, you know?"

Coincidentally, "Just Like Heaven" touches upon the spiritual side of life, and death, with its tale of a deceased doctor (Witherspoon) whose ghost haunts the troubled man who moves into her apartment, played by Mark Ruffalo.

Clearly, the usually buoyant actor had the hurricane victims on his mind, too, as he arrived for the premiere.

"You know, you want to kind of carry both things," he said. "There's the elation of this and then the heaviness of Katrina in New Orleans right now."

Added co-star Jon Heder, "(The disaster) definitely freaked me out. (I was) just thinking, 'We're right here, close to the ocean. Man, stuff could happen here any day.' And it really did open my eyes on how lucky and blessed I am, and how much I do want to help those people."

One of the film's producers, Walter Parkes, revealed Katrina has affected "Just Like Heaven's" marketing.

"One thing we did do was pull all of our advertising off the air last weekend," he explained. "We just didn't think it was appropriate having 30-second spots for a romantic-comedy while people were really getting their first news about this terrible tragedy. And you try to be as sensitive as possible."

Witherspoon said she hoped the movie would provide a little piece of heaven for its viewers.

"You know, it's hard being here thinking, 'This is so frivolous, and that's not really my personality,'" she said. "But I do think there's an important part of entertainment that lifts people up and gives them hope about life, and you have to believe in that side of it, too."

Review: Just Like Heaven

A romantic comedy that hinges on matters of death, persistent coma and life support without resorting to bathos or bad taste must be doing something right.

Although it often feels more earthbound than its plot line warrants and could have used a stronger dose of froth, "Just Like Heaven" benefits greatly from its likable leads, Reese Witherspoon and Mark Ruffalo, whose destined-for-each-other characters make recognizably flawed rooting interests.

Adapting Marc Levy's novel "If Only It Were True," a work whose merits are of the high-concept sort rather than the literary, screenwriters Peter Tolan and Leslie Dixon and director Mark Waters have made a smart, tenderhearted love story. With nods to Mrs. Muir and her ghost and touches of "Sleeping Beauty," the ultra-romantic premise mixes in modern medical dilemmas with a light hand, never forcing its points about life's random blows and the transcendent power of love.

Bringing her knack for playing sassy overachievers, Witherspoon here suggests a weariness creeping in around her character's crisp edges. A gifted doctor, Elizabeth spends her waking hours at the San Francisco hospital where she has just been hired as attending physician, to the bitter disappointment of competing colleague Brett (Ben Shenkman). On a rainy night, she tears herself away from her 26-hour ER shift to attend a dinner party where her sister Abby (Dina Waters), a frazzled mother, is setting her up with a nice guy. A head-on collision with a truck keeps Elizabeth from making her date.

David (Ruffalo, terrifically funny and vulnerable), the sad sack who sublets the apartment Elizabeth left behind, is more impressed with the comfortable couch than the flat's sweeping views and rooftop access. Elizabeth promptly shows up to scold him about rings on the coffee table. She disappears as mysteriously as she arrives, but she keeps returning -- and with an apartment like that, who can blame her?

For reasons that become clear to them much later, Elizabeth is visible only to David. "When I'm not with you, it's like I don't exist," she tells him -- a pithy definition of the early phase of romance. But two years into a serious low-grade depression, David must consider the very real possibility that his hallucinations of a "blond control freak" are a sign of mental illness. His party-hearty friend and shrink Jack (the excellent Donal Logue) tries in vain to cure David's melancholy by getting him back into the swing of things -- i.e., bars.

Elizabeth's appearances persist, disrupting David's quiet devotion to six-packs and that good couch. Her utter familiarity with the place (though she's incapable of touching or picking up anything in it) gets him to an occult bookshop, where a young guy with psychic gifts and spacey demeanor (Jon Heder, "Napoleon Dynamite") offers guidance and a bit of wisdom, all delivered in Orange County dude-speak that's a distracting miscalculation.

Even given the genre's poetic license, the script's internal logic isn't consistent. Elizabeth knows every nook and cranny of her apartment but can't remember who she is or what she did for a living, when in fact she spent most of her time and energy at the hospital. But mainly the plot compels -- before and after the hopeful twist that arrives halfway through -- and the comedy clicks in this tale of a love connection between disconnected souls who exist on different planes.

Witherspoon and Ruffalo's fine support includes Rosalind Chao as a colleague of Elizabeth's and Ivana Milicevic as the hot-to-trot neighbor David must fend off. Helmer Waters ("Freaky Friday," "Mean Girls") orchestrates the material with an emphasis on character, keeping FX to an admirable minimum. With the exception of a few flourishes, the cinematography and production package are straight-ahead and unfussy, which works most of the time. But the film often feels flat when it should be moody or whimsical. Full of heart, this "Heaven" could have used a bit more magic.

Witherspoon's Paparazzo Cited for Assault

It's round two for Reese Witherspoon and the paparazzi.

Just a month after it was ruled that the aggressive photographers whom she claims "besieged" her wouldn't face criminal charges, the "Just Like Heaven" actress has had another run-in with a man who's been cited for assault while trying to take her picture.

Todd Wallace, 44, was snapping away at the "Legally Blonde" star from a distance at Disney's California Adventure theme park on Friday, Sept. 2. When he moved in closer to the actress' group -- which included her children and a park employee -- he allegedly began to use strong-arm tactics to get his way, reports "Extra."

Anaheim police Sgt. Rick Martinez says that Wallace then became "aggressive," frightening members of the group, and then pushed a female employee with his whole body numerous times. A second employee was also reported assaulted.

After Witherspoon & Co. were secured in a backstage area, the authorities were called in. They cited Wallace for misdemeanor assault and battery and then released. It's likely that he will have to appear in court around Oct. 12.

This is the second frightening incident celebrities have had with the paparazzi near a Disney theme park recently. On Aug. 18, Scarlett Johansson swerved and crashed into another vehicle in the Disneyland parking lot, claiming that she was trying to avoid aggressive photographers. What's it about the Happiest Place on Earth anyway?

About a week before that incident, Witherspoon was not able to prove through witnesses or video surveillance that photographers forced her off the road and then surrounded her at her West Los Angeles home.

The 29-year-old next stars as a spirit opposite Mark Ruffalo in "Just Like Heaven," which will be released nationwide Friday, Sept. 16. She also stars as June Carter Cash, the wife of late music legend Johnny Cash, in the biopic "Walk the Line," due out in November.

Tidbit

Tidbit

Reese goes on late-night Internet dating chat lines. Anonymously. To know people's thoughts about her. As conversation steers to Reese Witherspoon, she admits her feelings sometimes get hurt . . . Sharon plans to write a book "and do every single last bad pickup line ever heard." This Sharon is Stone the Hollywoodian not Ariel the Israeli

Witherspoon Paparazzi Won't Face Charges

Paparazzi who chased Reese Witherspoon from her gym to her home won't face criminal charges, prosecutors say. Although photographers undoubtedly terrified the actress when they "besieged" her in April, there wasn't evidence of false imprisonment or other crimes, said William C. Hodgman, head of the district attorney office's Target Crimes Unit.

"In this specific instance, we couldn't prove any criminal behavior by the paparazzi," Hodgman said Tuesday.

Local authorities are investigating whether increasingly aggressive celebrity photographers are initiating confrontations to capture lucrative photos. Prosecutors soon will decide whether to charge a photographer with assault with a deadly weapon for ramming his minivan into Lindsay Lohan's Mercedes-Benz sports car on May 31.

Witherspoon, star of the "Legally Blonde" and "Sweet Home Alabama" films, told police that photographers swarmed her car when she left the Brentwood gym, tried to force her off the road and surrounded her when she reached the gated community in West Los Angeles where she lives with her husband, Ryan Phillippe, and two children.

Photographers told police they approached Witherspoon outside the gym only to tell her that one of their colleagues had scraped her vehicle.

Police examined videotape of the incident in the gym parking lot and at the community gates but couldn't determine that photographers detained the 29-year-old actress.

"I have no doubt Ms. Witherspoon was besieged by the paparazzi that day," said Detective Jeff Dunn, head of the Los Angeles Police Department's Threat Management Unit. "But through witnesses and videotapes, we weren't able to corroborate the incident Ms. Witherspoon described."

Frank Griffin of the Bauer-Griffin celebrity photo agency acknowledged some photographers go too far. But the media, police and prosecutors often "blow out of proportion" allegations against paparazzi, he said.

"These prosecutors make a lot of noise so the politically active celebs keep supporting them," Griffin said, adding that his photographers weren't involved in the Witherspoon incident.

In 1998, two photographers were convicted of false imprisonment for boxing in Arnold Schwarzenegger and his wife, Maria Shriver, outside their son's preschool. The incident took place before Schwarzenegger became governor.

Last weekend, a celebrity photographer found himself on the receiving end of an attack when he was shot in the leg with a round from a BB gun while staking out Britney Spears in Malibu. The Los Angeles County Sheriff's Department is investigating the incident.

Kutcher, Lohan Top Teen People List

Ashton Kutcher and Lindsay Lohan top the list of power-wielding players in Young Hollywood, according to Teen People's edition that hits newsstands Friday. The top 10 list was compiled by reader votes.

The 27-year-old Kutcher has starred in the films "Guess Who" and "The Butterfly Effect," and produced MTV's "Punk'd" and WB's "Beauty and the Geek."

Lohan follows Kutcher, on the strength of reports the 19-year-old actress is now pulling down over $7 million per movie.

Readers picked Orlando Bloom for third place. Bloom, 28, has starred in the "Lord of the Rings" films, "Pirates of the Caribbean: The Curse of the Black Pearl" and "Kingdom of Heaven."

Hilary Duff charts fourth on the magazine's Young Hollywood ladder. Duff, 17, spans music, movies, TV and fashion — including an accessories line called Stuff by Hilary Duff. She's followed by Reese Witherspoon, whose production company is aptly named Type A.

Ricci cursed by 'Penelope'

Christina Ricci is set to play the title character in "Penelope," a drama about a woman who sets out to end her life-long streak of bad luck.

Reese Witherspoon will take a supporting role, and will serve as a producer. A January start in Canada is being eyed.

Mark Palansky will make his feature directing debut on the indie project, working from a script by TV scribe Leslie Caveny ("Everybody Loves Raymond," "NewsRadio").

Ricci was last in theaters with "Cursed." Her 2001 Miramax film "Prozac Nation," was recently released on video after failing to get theatrical distribution.

Witherspoon, who will produce via her Type A Films banner in partnership with the movie's financier, Stone Village Pictures, was last in theaters with "Vanity Fair."

Toronto film fest gets Cash advance

The Johnny Cash movie "Walk the Line," starring Joaquin Phoenix as the "Man in Black," will receive its world premiere at the Toronto International Film Festival in September, organizers said Wednesday. The 20th Century Fox project follows Cash as he rises to fame alongside his Sun Records labelmates Elvis Presley, Roy Orbison and Jerry Lee Lewis. Reese Witherspoon plays his wife, June Carter Cash. James Mangold ("Girl, Interrupted") directs. The festival runs Sept. 8-15. "Walk the Line" will be released domestically on Nov. 18.

Universal Fixes Witherspoon Up for '80 Dates'

Universal Pictures has snagged the rights to Jennifer Cox's book "Around the World in 80 Dates" for Reese Witherspoon's Type A production shingle.

Currently Witherspoon is only slated to produce, though she may end up taking a starring role as well, though that would depend on how screenwriter Jeff Rake (NBC's short-lived "Miss Match") chooses to adapt Cox's memoir/dating guide.

A travel journalist, Cox used her international connections to set up 80 dates with men in at least 16 countries. The book, published last month and already a bestseller in England, chronicles her attempts to find Mr. Right, while also dealing with different dating cultures and visiting exotic locations.

According to The Hollywood Reporter, Witherspoon's Type A partner Jennifer Simpson will executive produce along with former New Line exec Michael De Luca.

Witherspoon has been absent from the big screen since 2004's "Vanity Fair." Her upcoming projects include "Just Like Heaven" (an adaptation of Marc Levy's "If Only It Were True") and a co-starring role as June Cash in "Walk the Line."

Reese Snaps at Paparazzi

Was Legally Blonde babe Reese Witherspoon illegally trapped by a swarm of shutterbugs?

That's what the actress contends happened Friday, after a routine trip to the gym Friday ended up with her filing a police report for false imprisonment at the hands of particularly pesky paparazzi.

After a morning workout at her Brentwood gym, Witherspoon says she attempted to get to her car but was immediately surrounded by camera-clicking types, according to a spokesman for the LAPD.

"Her trainer came out and had to help her get past them so she could get into her car," an unnamed member of Witherspoon's camp is quoted in the New York Daily News. "Then they boxed her in on all four sides."

The actress eventually managed to pull away but was pursued by a half-dozen vehicles "driving aggressively and almost cutting her off at times," the police spokesman said.

Upon arriving at her home, one of the vehicles blocked her front gate, preventing Witherspoon from entering her residence. Eventually, her own security detail chased off the paparazzi and escorted Witherspoon into the home she shares with hubby Ryan Phillippe, 5-year-old daughter Elizabeth and 18-month-old son, Deacon. At that point, one of her reps called the cops and filed the false-imprisonment report.

The complaint is currently being evaluated by authorities. No charges have been filed.

Her run-in with the overly aggressive paparazzi--dubbed stalkerazzi by celebs and their reps--is the latest in a string of increasingly brazen encounters between the star-obsessed shutterbugs and their prey.

Last week, Jennifer Lopez said she got "goose pimples" after overly eager photographers tailing her car cut off her driver at a traffic light in Beverly Hills, almost causing an accident.

Earlier this year, Nicole Kidman accused two paparazzi of bugging her estate in Sydney. She obtained a restraining order against them, but no charges have brought.

And in November, Cameron Diaz and Justin Timberlake allegedly struck a Sean Penn-like blow for celebrities, allegedly fighting their way past two photographers outside Hollywood Chateau Marmont. In a twist, the incident prompted the literally starstruck lensmen to file a lawsuit and a criminal complaint against the couple for assault. The suit's still pending, but so far no charges have been filed against Diaz and Timberlake.

Tidbits

Reese Witherspoon's West Coast home bath towels are embroidered with her real first name, Laura, whatever that may mean . . .

Roberts Tops Highest-Paid Actress List

Julia Roberts is a mommy with big money. The actress, who recently gave birth to twins, tops The Hollywood Reporter's annual list of the highest-paid actresses. Her asking price per film? $20 million.

"Charlie's Angels" star Cameron Diaz is second (also sporting a $20 million price tag but didn't appear in any films in 2004) with Nicole Kidman, Reese Witherspoon and Drew Barrymore (all worth $15 million each) rounding out the top five.

Anne Sweeney, co-chairman of media networks for the Walt Disney Co. and president of Disney-ABC Television Group, was the highest ranked woman in the "Power 100" list of women in entertainment. Sweeney was followed by Amy Pascal, vice chairman and motion picture group chairman for Sony Pictures Entertainment, and Nancy Tellem, president of CBS Paramount Network Television Entertainment Group.

Hollywood Women 'Power List'

Walt Disney Co's Anne Sweeney was named Hollywood's most powerful woman on Tuesday, thanks in part to a few "Desperate Housewives."

Sweeney surged to No. 1 from 17 last year on the Hollywood Reporter's Women in Entertainment Power 100 list, due mainly to her promotion in April to co-chairman of Disney Media Networks and president of Disney-ABC Television Group, which is staging a comeback with hits like "Desperate Housewives" and "Lost."

"Anne Sweeney has a bigger job than any other woman working in television today. She's taken the broadcast world by storm, supervising an almost unbelievable turnaround for the ABC network in a mere eight months," said Christy Grosz, executive editor of the Hollywood Reporter's special Power 100 issue.

Sweeney did not develop or approve the two shows, but analysts said her team's aggressive marketing efforts had made them successes.

Following Sweeney on the list was last year's top-ranked female executive, Amy Pascal, Vice Chairman and Motion Picture Group Chairman for Sony Corp's Sony Pictures Entertainment.

Ranking third was Nancy Tellem, president of Viacom Inc's CBS Paramount Network Television Entertainment Group, followed by Judy McGrath, chair of Viacom's MTV Networks, No. 4, and Stacey Snider, chair of Universal Pictures at No. 5.

The magazine also ranked the highest-paid actresses, led by Julia Roberts, who gets $20 million a film, followed by Cameron Diaz (news), Nicole Kidman, Reese Witherspoon, Drew Barrymore, Halle Berry, Sandra Bullock and Angelina Jolie.

Down toward the bottom of the top 10, Renee Zellweger, who gets $12 million per film, moved up to 9 from 10, switching places with Jennifer Lopez, who moved down a notch.

At a breakfast that featured a keynote speech by actress Annette Bening, Sherry Lansing was given the inaugural Sherry Lansing Leadership Award created to honor her groundbreaking achievements and significant contributions to the entertainment industry.

Lansing, credited with shattering Hollywood's glass ceiling by becoming the first woman to head production at a major studio, said in November she was stepping down as chairman of Paramount Pictures next year.

Lansing ranked seventh on the list this year after topping the list in previous years.

List of Least-Intriguing Stars

Director Michael Moore, whose anti-Iraq war film "Fahrenheit 9/11" sparked a firestorm of controversy before becoming a post-election footnote, topped an annual list on Monday of Hollywood's "coldest" celebrities.

The outspoken documentarian, who seemed to be everywhere during the 2004 U.S. presidential campaign, urging defeat of President Bush (news - web sites), ranks No. 1 on this year's "Frigid 50" roster of lackluster stars published by online movie magazine FilmThreat.com.

The Web site, known for an anti-establishment take on the entertainment industry, said its list names the stars it found to be the "the polar opposite of the hottest celebrities: these are the least powerful, least-inspiring, least-intriguing people in Hollywood."

Ranked No. 2 was actress Halle Berry, who followed up her Oscar-winning turn in "Monster's Ball" with less critically lauded roles in such films as "Gothica" and "Catwoman."

"The Frigid 50 ice pack have left audiences cold with their overbearing personalities, poor career choices and chronic inability to stop making fools of themselves," the site said.

Moore qualified because of what the editors saw as an oversized ego. "Message to Michael: Remember, it's not always about you. Lose the chip on your shoulder," the editors said.

"Fahrenheit 9/11," hailed by Democrats for its scathing critique of Bush and the U.S.-led war in Iraq but condemned by Republicans as a distorted piece of propaganda, grossed nearly $120 million at the U.S. box office, a record for a political documentary. Moore has said he plans to make a sequel before the next election.

Walt Disney Co. chief executive Michael Eisner was ranked No. 3 on the list, which cited this year's revolt by dissident shareholders, a hostile takeover bid by Comcast, public spats with Pixar and Miramax and a string of such flops as "Home on the Range, "The Alamo" and "Hidalgo."

He was followed at No. 4 by director M. Night Shyamalan whose latest thriller, "The Village" and its "surprise ending" were widely seen as falling far short of the pre-release hype.

Comic actors and frequent co-stars Ben Stiller & Owen Wilson were jointly listed at No. 5 for their appearances in a recent string of "mass-produced mediocrity."

Rounding out the top 10 were: Reese Witherspoon (a "Little Miss Cutesy-Wutesy" whose recent "Vanity Fair" role offered a "disastrous full view of her limitations as an actress"); Jimmy Fallon (news) ("The guy most notorious for blowing his lines on 'Saturday Night Live' crossed over to the big screen in 'Taxi' -- and nobody cared"); Paris Hilton ("She's like a computer virus out of control and she must be stopped") and Ben Affleck ("He's been cursed with the incredible shrinking career").

Poll Says Winslet Would Be Great 'Bridget'

If Renee Zellweger has grown tired of playing Bridget Jones, British fans would like to see an English star in the role.

Kate Winslet, 29, was the most popular choice to replace Zellweger if she turned down a part in a third installment, according to a fan vote published Thursday.

"Fight Club" actress Helena Bonham Carter was among other British actresses getting votes.

Zellweger, 35, played the role of the chubby, chain-smoking, chardonnay-swilling British TV journalist in the 2001 film "Bridget Jones's Diary" and its sequel, "Bridget Jones: The Edge of Reason," which had its red-carpet premiere in London this week.

"Titanic" star Winslet took 41 percent of the vote in a survey by Sky Movies, a pay TV channel. Reese Witherspoon, 28, was the second most popular choice in the vote by 3,476 viewers, followed by "Friends" star Jennifer Anniston.

Producers haven't said whether they plan a third film.

The "Bridget Jones" movies are based on two novels by Helen Fielding.

Asked at this week's premiere if she would take on the role a third time, Zellweger said: "You tell me if Helen Fielding writes another book. People have responded to Bridget with a lot of affection."

Actors step up to the mike

Movie stars are expected, and handsomely paid, to assume other people's identities on screen. But what happens when those identities are even more famous than their own - and require such particular skills as singing, dancing and playing musical instruments?

In December, Beyond the Sea showcases Kevin Spacey becoming Bobby Darin in a musical biography that Spacey also directed.

This spring, Walk the Line documents the courtship and creativity of the young Johnny Cash and his second wife, June Carter, with Joaquin Phoenix and Reese Witherspoon starring as the country icons.

Still more biopics focusing on renowned musicians are in the planning stages. Renee Zellweger has been in discussions to play Janis Joplin, although prospects may have dimmed; and Johnny Depp (news) has been talking with Sharon Osbourne about portraying Ozzy. And a film about Beach Boy Brian Wilson has been on the boiler for several years. Wilson's wife, Melinda, says it's still too early to speculate on casting but acknowledges that names such as Russell Crowe (news) and Jeff Bridges (news) "have been thrown around."

There is, of course, a long Hollywood tradition of actors playing musicians, from Jimmy Stewart's spirited depiction of bandleader Glenn Miller to Val Kilmer's brooding resurrection of Jim Morrison in Oliver Stone's The Doors. Gary Oldman's musical roles have ranged from Beethoven to Sex Pistols bassist Sid Vicious.

Alan Light, editor of music magazine Tracks, thinks experienced actors may be more naturally suited to such parts than musicians. "Singers already inhabit roles," Light says. "They have established images, whether they admit it or not. Actors have the benefit of elasticity." He cites Sissy Spacek's Oscar-winning portrayal of Loretta Lynn in Coal Miner's Daughter: "I don't know that anyone has done it better than that."

But James Austin, a co-producer of the Ray soundtrack who worked with Charles in his final years, points out that Spacek "could really sing" and convincingly evoked Lynn's own singing in the film. "Any great actor or actress can transcend the limitations of not being a musician," Austin allows. "But how many times have you seen movies that missed the essence of a musician, and of the music? Ever see a movie where they only show the top of a piano when someone is supposed to be playing?"

Charles 'anointed' Foxx

This was not an issue in Ray. Comedian-turned-actor Foxx has been tickling the ivories since he was 3 and even attended college on a music scholarship. Foxx does mostly lip-sync over Charles' inimitable singing in the film, but Hackford notes that Foxx's own vocals are featured in an early scene, in which the young Charles performs a Nat King Cole tune.

Hackford, whose previous credits include the rock films La Bamba and The Idolmaker, says that Foxx's musical prowess helped endear him to Charles, who consulted with the actor and director until his death in June. "Very early on, I put Ray and Jamie together, and Ray put Jamie through his paces. And Jamie held his ground."

But Foxx was not content to merely mimic the then-living version of the artist he plays as a young man.

"He told me, 'I've got this 72-year-old man who is really interesting. But if I spend all my time with him, that's not the guy I'm doing.' "

The actor asked Hackford for some older footage of Charles, and the director obliged him with TV and radio appearances dating to the 1950s.

Foxx concedes that even watching the older musician was daunting. Charles would talk to him while sitting at the piano, he recalls, "putting his hands on the keys but not hitting notes. He would be just going through a song in his mind." Hackford, Foxx adds, "was a taskmaster, man. The music had to be perfect."

Yet for Joe Adams, who was Charles' personal manager for more than 45 years, Foxx's performance is most impressive for how closely it captures the physical and emotional presence of the performer, who was blind from childhood on. "I know Ray's walk, I know the way he thinks, and (Foxx) got it," says Adams. "As well as I knew Ray Charles, I could not have played that part one-fifth as well."

The characteristics of the pop idol Spacey plays in Beyond the Sea may be less recognizable to most, which is one reason the actor pursued the project so zealously.

"Part of why Bobby Darin's legacy is not as impressive as that of some other guys from his era is that he kept changing his style," Spacey says. In Spacey's estimation, the interpretive singer-cum-troubadour who veered from bouncy late-'50s hits such as Dream Lover and a loungy rendition of Mack the Knife to reflective folk-pop songs such as If I Were a Carpenter and anti-war anthem Simple Song of Freedom "probably tackled more genres than anybody other than Ray Charles or Elvis Presley."

In addition to expressing passion for his subject, Beyond the Sea allows Spacey, who does his own singing as Darin, to flaunt the talents that he has kept hidden since his days performing in high school and college musicals. Like De-Lovely, the recent account of Cole Porter's life, Sea is less a straight biopic than a song-and-dance-fueled journey in which Darin, who had chronic health problems and died at 37, looks back on his life through haunted reveries and buoyant production numbers.

The Darin family and the singer's longtime manager, Steve Blauner, "were against me singing in the film at first," Spacey admits. "But when they realized what kind of film I wanted to make, they got behind me so much that they actually went into Bobby's archives and found his original arrangements and charts."

Music rolled when cameras didn't

Spacey didn't take their faith for granted. He enlisted Darin's old accompanist and musical director Roger Calloway and, as the film's music supervisor, veteran producer Phil Ramone. "Phil took me into a recording studio so I could learn what it was like to perform in front of a mike with a band," Spacey says. Ramone also oversaw recording sessions for Sea's soundtrack, due Nov. 23, at London's storied Abbey Road studios.

"The guys pushed me to get into a song the way that Bobby did with his style and energy, but at the same time not to be limited by feeling like I had to do an impression of him," Spacey says. "It took a long time to get to that place."

Ramone insists that Spacey was a natural. "We shot a lot in Germany, and there was always genuine applause from the extras." In between takes, Ramone recalls, Spacey and Peter Cincotti, the 21-year-old piano prodigy cast as Darin's musical arranger, "would jam together. Sometimes they would sing songs as they were setting up a camera shot or fixing the lighting."

Director James Mangold issues a similar report from the set of Walk the Line, now in post-production. "When we had a power outage for about 40 minutes, Joaquin and (Cash's band) the Tennessee Three just entertained about 400 extras by playing songs."

Mangold, who also co-wrote Walk the Line, was keen that the film be true to the spirit and art of Cash and Carter Cash, whom Mangold says approved the casting of Phoenix and Witherspoon and remained in close contact with him until their deaths in 2003. "One of the first things John said to me was, 'Whoever plays me, make sure he doesn't hold the guitar like a baby. You grab it like it's part of you.'

Consequently, when Phoenix agreed to play Cash, Mangold says his first instructions were, " 'Get a guitar.' It was as extensive and demanding a rehearsal process as I've ever made on actors; that was true for Reese, as well. They both worked their heads off, and they both do a great job singing and performing music in the film.

"But for me, the key thing for actors playing musicians like this was that they become comfortable with their world. John and June's first gifts to their audience were as storytellers, and in a lot of scenes, you see their songs being born. You see June write Ring of Fire out of her intense feelings for John, and John write Folsom Prison Blues out of his intense loneliness in the service. You see these songs grow out of very personal, very human feelings."

Hackford agrees that making such humanity accessible is as crucial as anything an actor can do with a guitar, keyboard or microphone. Ray is ultimately, he says, "about how life impacts art and about how Ray Charles' life gave birth to this artist. That pain and the understanding of what his story was were what invested that incredible voice that we have all heard and taken for granted. Now, hopefully, we'll understand where it came from."

People's Choice Award nominees

Chinese 'Hero' Still Tops at Holiday Box Office

The Chinese martial arts thriller "Hero" held onto the No. 1 slot at the North American box office during the U.S. Labor Day holiday, helping to consign four newcomers to a quick oblivion.

"Hero," released by Miramax Films, earned about $9 million in the three days beginning Sept. 3, according to estimates provided on Sunday by two rival studios. Officials from Walt Disney Co. -owned Miramax were not available for comment.

Directed by Zhang Yimou, "Hero" stars action hero Jet Li as a nameless warrior in the third century BC. It was released in China two years ago, and nominated for a foreign-language Oscar last year.

The adventure comedy "Without a Paddle" rose one place to No. 2 with a three-day sum of $7.1 million in its third weekend, said its distributor, Paramount Pictures. Its total rose to $37.9 million.

It swapped places with Sony Pictures' reptilian sequel "Anacondas: The Hunt for the Blood Orchid" with $6.4 million in its second round, and a 10-day haul of $22.3 million.

"Paparazzi" was the best of the new releases, opening at No. 4 with just $6.3 million, said distributor, Twentieth Century Fox. The film, from Mel Gibson (news)'s Icon production company, revolves around an action star (played by Cole Hauser), who hunts down a gang of criminal photographers, led by Tom Sizemore.

"The Cookout," an urban comedy starring newcomer Quran Pender as a basketball star who throws a neighborhood barbecue, opened at No. 5 with $5.6 million, said distributor Lions Gate Films, a unit of Lions Gate Entertainment Corp.

The psychological drama "Wicker Park," starring Josh Hartnett (news) in a remake of the French film "L'Appartement," opened with $5.4 million, according to distributor Metro-Goldwyn-Mayer Inc . It tied at No. 6 with Disney's romantic comedy "The Princess Diaries 2: Royal Engagement," which has earned $83.4 million after four weekends.

"Vanity Fair," a period drama starring Reese Witherspoon in director Mira Nair's adaptation of the William Makepeace Thackeray novel, opened at No. 8 with $4.9 million. Since its Wednesday release, it has earned $6.0 million, said distributor Focus Features.

The Labor Day weekend is traditionally one of the slowest of the year as Americans fire up their barbecues one last time for the final holiday of the summer. The next few weekends promise to be similarly quiet as well.

Paramount is a unit of Viacom Inc . Sony Pictures is a unit of Sony Corp. Twentieth Century Fox is a unit of News Corp.'s Fox Entertainment Group Inc. Focus Features is a unit of General Electric Co.-controlled NBC Universal.

Witherspoon, Nair Give 'Vanity Fair' Feminist Twist

A 19th century English classic is the basis for Indian director Mira Nair's "Vanity Fair" but she and her star Reese Witherspoon have transformed the novel's scheming heroine into a feminist ahead of her time.

The colorful film, spiced with a belly dance led by Witherspoon, draws a sympathetic portrait of its ambitious lead character.

"Becky Sharp was an early feminist," said Witherspoon, her blonde hair dyed brown, after the movie's showing in the main competition at the Venice Film Festival.

"When (William) Thackeray wrote this novel in the 1840s it was a time when women had very little opportunity to further themselves."

It's an ambitious role for the 28-year-old actress best known as the bubbly heroine of the blockbuster comedy "Legally Blonde," though she has also done independent movies including "Election," in which she plays a cut-throat high school student.

Witherspoon was pregnant during the film, which she said helped her play Sharp's character because she herself felt "much more emotionally vulnerable."

She acts alongside an accomplished, mostly British cast, which includes Gabriel Byrne (news) as the devilish Marquis of Steyne, to whom Witherspoon's Sharp sells her soul to achieve her dream of social prominence.

The movie version of Thackeray's classic does not just have a female lead and director. Its three co-producers were also women, assuring that their take on the young governess turned social climber is a charitable one.

Nair is trying to repeat her Venice Film Festival success with "Monsoon Wedding," which won the Golden Lion Award in 2001 and went on to become an international hit.

"Vanity Fair" was partly shot in her native India but remains essentially an English tale. It benefits from her often scathing outsider's view of the social mores of the British empire near its height.

She also gives the film a strongly Indian flavour, even closing it with an opulent scene that takes place in her homeland, with Witherspoon on the back of an elephant, which Nair defended as a way to "salute" the character's resilience.

"If there is anyone who understands class better than the British, it's probably the Indians," Nair said. "India is a golden thread through the book from the beginning to the end."

'Vanity Fair' Vies for Top Award at Venice

"Vanity Fair" gave Reese Witherspoon a chance to buck the on-screen custom of portraying 19th-century women as corseted ornaments, with the actress on Sunday describing her willful and ambitious character as a prototype for modern feminism.

The movie — adapted from William Makepeace Thackeray's novel — was the first of three American movies competing for best picture at the Venice Film Festival. At a press preview Sunday, the film was applauded but did not receive the raucous cheers that often hint at a potential winner.

"Vanity Fair" tells the story of Becky Sharp, a girl from the gutters who bulls her way upward in class-conscious British society despite monumental scorn. The character has sometimes been described as an unscrupulous social-climber, but director Mira Nair's film depicts her far more sympathetically.

"Becky Sharp was sort of an early feminist," Witherspoon said. "Becky Sharp was a very radical character at that time. Now we think of ambitious women all the time. We see politicians, and actors and actresses — different people making their way in society. ... I do think she's one of the early, early prototypes for feminism in literature."

The Indian-born Nair — who won the top Golden Lion prize here three years ago for "Monsoon Wedding" — described Sharp as "an ultimate modern woman."

"In the early 19th century, it was very difficult for her to carve her way, but she did it. And she had her own morals, she had her own journey. That was the journey I was inspired to tell."

Screenwriter Julian Fellowes said Thackeray was posing a question with his book: "What if women did not accept the fact that they were just supposed to sit down and take it, whatever they were born, and accept their class and lack of financial support or whatever?"

"Becky just tears up the blueprint for her life and decides to make a better and more interesting one," he said. "And that is why she is a kind of continuing heroine and has long outlived so many of the contemporary heroines of the novels of the 1840s and '50s."

Also Sunday, a mass of modern issues hit the screens here, with the out-of-competition presentation of Spike Lee's "She Hate Me." The film — which Lee has described as being "about sex, greed, money and politics" — got mixed reviews in the United States, sometimes criticized for mixing too many issues.

Lee said that was done on purpose.

"We acknowledge there's maybe two, three, four movies in one movie," he said Sunday. "But that was the intention. From the beginning, we wanted to mix and match the tone of the film. We wanted to shift, move around. We wanted to make a film where the audience could not predict what was going to happen."

Lee — who is also one of nine jurors deciding the Golden Lion awards — grumbled about all the films he had to watch. "Yesterday, I saw five films," he said.

A total of 21 pictures are fighting it out for the Golden Lion during the 11-day festival. Among these are two other American films: "Birth" by Jonathan Glazer and "Palindromes" by Todd Solondz.

The jury is headed by British director John Boorman and also includes actresses Scarlett Johansson and Helen Mirren. The prize ceremony, hosted by Sophia Loren, is next Saturday.

Rookies Try to Bring Down 'Hero' at Box Office

The weather gods might make the studios' transition into fall a more difficult proposition during the Labor Day weekend as Hurricane Frances heads toward southern Florida.

Some 2.5 million people were urged to leave their homes as Frances threatened to deliver a huge blow to Florida by Saturday morning. Theater chains already are announcing closures for the weekend. In the meantime, four films will attempt to acclimate audiences this weekend, often the weakest period of the year.

MGM, on the verge of a buyout, will unveil the romantic thriller "Wicker Park," its widest release since April, while 20th Century Fox will bow its Hollywood revenge pic "Paparazzi." Indie units Focus Features and Lions Gate are likely to post the strongest per-screen averages with their genre entries: Focus' period piece "Vanity Fair" and Lions Gate's urban comedy "The Cookout." Nevertheless, Miramax Films' martial arts spectacle "Hero" is likely to be No. 1 for a second weekend.

MGM is hoping that Josh Hartnett will once again be able to grab women's attention with his latest film, "Wicker Park." A remake of the French film "L'Appartement," the movie stars Hartnett as a man caught in an obsessive search for a woman with whom he fell deeply in love but who then vanished without a trace. Hartnett scored big with "Pearl Harbor" and "40 Days and 40 Nights" but fell from grace last summer after his co-starring role opposite Harrison Ford in "Hollywood Homicide" failed to connect at the box office.

This time around, the PG-13 psychological drama, co-starring Diane Kruger and Matthew Lillard, will bow in 2,598 theaters and is on track to gross in the high-single-digit millions. Written by Brandon Boyce and directed by Paul McGuigan ("The Reckoning"), "Wicker Park" likely will draw mostly young women along with their dates.

Fox will unveil "Paparazzi" from Mel Gibson (news)'s Icon Prods. in 2,115 theaters. Starring Cole Hauser as film star Bo Laramie, "Paparazzi" centers on one actor who takes revenge on the photographers who nearly cost him his life. Co-starring Robin Tunney, Dennis Farina and Tom Sizemore, "Paparazzi" is directed by Paul Abascal in his feature film debut. From screenwriter Forest Smith, the PG-13 "Paparazzi" is likely to gross in the $5 million-$7 million range.

Focus bowed "Vanity Fair" from director Mira Nair ("Monsoon Wedding") on Wednesday. The film, which opened to $606,901 on 1,001 screens, will expand to 1,051 screens Friday. Starring Reese Witherspoon as ambitious social climber Becky Sharp in the film adaptation of William Makepeace Thackeray's novel, "Vanity Fair" should appeal mostly to older females. From Oscar-winning screenwriter Julian Fellowes ("Gosford Park"), "Vanity Fair" co-stars Jim Broadbent, Gabriel Byrne (news) and Bob Hoskins, among others. The film is on track to gross in the mid- to single-digit millions.

"The Cookout" is looking to lure in the black audience that often comes out in droves for movies centering on their culture. Add the fact that "The Cookout" came from a screenplay written by Queen Latifah and stars the actress and Danny Glover (news) as well as a bunch of up-and-comers, and Lions Gate is likely to score some pretty high per-screen averages. The PG-13 comedy, which bows in more than 1,300 theaters, centers on a basketball player who just signed a huge deal with his hometown NBA team but, wanting to keep himself humble, throws a barbecue at his place, just like the ones he used to have. Directed by Lance Rivera and starring newcomer Quran Pender as the basketball star, studio insiders put the weekend's gross in the $7 million-$9 million range.

Tidbits

GEORGE CLOONEY is not only filling his plate these days, beefing up for his weighty role in "Syriana," but he is making plates, too. Clooney, along with stars such as Reese Witherspoon, Alicia Keys, Brendan Fraser, Anjelica Huston, Samuel L. Jackson and Jennifer Lopez have agreed to create a unique ceramic plate design to be auctioned off Oct. 23 at Barbara Davis' annual Carousel of Hope gala at the Beverly Hilton. The night benefits juvenile diabetes. But sincerity aside, Carousel is also, next to the Oscars and Golden Globes, the glam Hollywood event of the year. Not just star-studded, but star-glutted. In fact it often outshines both those industry galas. If Barbara doesn't invite you, get out of town!

'Vanity Fair' serves up a strawberry Thackeray

Those who prefer their adaptations of classics letter-faithful to the original will find plenty to complain about in the film version of Vanity Fair (* * out of four).

Director Mira Nair has taken generous license with the story. A lot of the nuance, subtlety and intricacy of the classic novel is lost in trying to whittle it down to a two-hour format. But to be fair, Thackeray is not easy to adapt to the screen, though Stanley Kubrick managed it beautifully with 1975's Barry Lyndon.

Vanity Fair leaps disjointedly over a couple of decades, introduces characters without developing them sufficiently, neglects to age them visually and bogs down under the weight of the interwoven story lines. But its biggest flaw lies in failing to capture the novel's sharply satiric and ironic tone.

Reese Witherspoon plays Becky Sharp, the orphaned daughter of an English artist and a French chorus girl. Making the most of her British education, she sets out to find fortune, if not fame. It is the early 19th century and Becky is not content to merely climb the social ladder; she wants to race to the top, skipping rungs en route.

Though Witherspoon does an adequate job of playing a cagey and clever coquette, she possesses a wholesomeness that doesn't allow her to fully capture the more vicious qualities of Thackeray's character. It's as if Becky's immoral siren has been sanitized for the preteen fans of Legally Blonde: a scheming Becky Sharp leavened by the cheerful pluck of the ditzy-yet-brainy Elle Woods. At times, she nearly comes off as a feminist heroine rather than the pathological and promiscuous social climber she was in the novel. Though Witherspoon showed she could play unlikable characters convincingly in Election, portraying a vain vixen in this multilayered period piece proves a challenge.

Thackeray's book is a commentary on British imperialism, social order and aristocracy, but much of that is lost in the film, which deals with these themes in only broad and predictable ways.

Fortunately, some of Thackeray's sharp wit has made its way into the screenplay in lines such as one character's assessment of Becky: "I had thought she was a mere social climber, but I see now I was wrong: She's a mountaineer."

Nair adds lively elements of her native Indian culture. Thackeray was born in Calcutta, and some of his characters spend time in India, so the creative license Nair takes makes some narrative sense. But a musical number with contemporary-sounding Indian music and belly dancing feels jarring: more Bollywood than Victorian Britain.

Thackeray said that he wanted "to leave everybody dissatisfied and unhappy at the end of the story." Nair may have had other intentions, but by film's end, audiences are bound to be left dissatisfied with the choppy and confusing storytelling style and unhappy about the missed opportunity.

Witherspoon Doesn't Understand Tabloids

Reese Witherspoon doesn't understand the appeal of the tabloids.

"I can't believe someone is so interested particularly in all the pictures of me in the grocery store or at the preschool," she said, according to AP Broadcast. "I'm wearing the same sweat suit, and is this really interesting? And to who?"

Witherspoon said she and her husband, actor Ryan Phillippe, usually try to laugh at the photos and stories in the tabloids. The couple have two children.

"It just doesn't matter to me," she said. "It's amazing the kinda things the people make up in their minds."

Witherspoon stars as Becky Sharp, the scheming heroine in "Vanity Fair," based on the novel by William Makepeace Thackeray. The movie opened Wednesday.

Film Review: Vanity Fair

Not an easy thing, making a film version of a classic 900-page novel, but harder still for a director to make that film her own.

Mira Nair accomplishes this feat in "Vanity Fair," an energetic new take on William Makepeace Thackeray's novel, one flavored with Indian spices. Yes, there is too much plot and far too many characters for a comfortable period movie. The story leaps about in a jerky manner, and the movie portrays its personae in broad brushstrokes rather than with meticulous, painterly precision. No matter. The spirit of that most modern of 19th century heroines, Becky Sharp, remains intact, and Nair's Indian touches make for an intriguing, fresh approach.

Traditionalists will no doubt carp about the "Bollywood" touches, but does anyone really want to see another anemic, literal translation of Thackeray on the screen? Reviews may be vital for the Focus Features release, however, as getting the film out of the art-house ghetto does represent a marketing challenge. The outlook in ancillary markets looks promising.

Thackeray's novel, which takes place during the Napoleonic Wars, concerns the lives of two starkly contrasted women, who first meet at an academy for young ladies. Film versions inevitably focus on Becky, a model of feisty feminism long before such a term existed and by far the tale's most entertaining and engrossing character.

Writers Matthew Faulk, Mark Skeet and "Gosford Park" Oscar-winner Julian Fellowes follow the fortunes of both women but zero in on Becky. As played by Reese Witherspoon, this Becky, despite being a social climber and first-class schemer, is completely sympathetic. Women had little means other than guile and marriage to cross forbidden class barriers in English society of that era. Becky knows what she is doing but clings stubbornly to a moral code, albeit one not appreciated by the majority of that era's society matrons.

Certainly the first scheme of Becky and her best friend, Amelia Sedley (Romola Garai), fails to pan out. Amelia wants Becky to snare her rich but dim brother Jos (Tony Maudsley) in matrimony while Amelia herself has her heart set on dashing army captain George Osborne (Jonathan Rhys Meyers). Only George, a callow cad, talks Jos out of marrying the virtually penniless orphan.

Becky gains employment at the ramshackle country home of the Crawley family as governess and eventually marries Rawdon Crawley (James Purefoy), the second son of Sir Pitt Crawley (Bob Hoskins). When Sir Pitt's spinster sister Matilde (Eileen Atkins), formerly Becky's greatest champion, learns of the marriage, Rawdon, a self-indulgent, habitual gambler, is tossed out of the family.

George does marry Amelia, but only to spite his overbearing father (Jim Broadbent), a wealthy member of the emerging merchant class. George perishes in the battle of Waterloo, which Rawdon survives. Both women are by then pregnant. Amelia has her son, but her father-in-law lets her and the boy languish in dire poverty. Becky, too, has a boy, on whom Rawdon dotes. But as his gambling debts mount, Becky allows herself to acquire a patron in the powerful Marquess of Steyne (Gabriel Byrne). Where in Thackeray's version she become his mistress, in Nair's she is seen as compromised but still innocent.

A broken-hearted Rawdon quits the marriage and Becky drifts to the continent, where several years later her encounter with both Amelia and her brother brings the story to a close. Here again, Nair insists on an alteration of Thackeray. Where the novel leaves Becky a widow, who has ultimately realized her dreams, albeit at great cost, Nair's Becky runs off to India with Jos for a wedding in a lavish sequence shot at the magnificent Mehrangarh Fort in Jodphur.

Nair's Indian-ization of "Vanity Fair" is not without justification. Indeed Thackeray was born in Calcutta, where his father worked for the East Indian Co. The social world that he describes with such a critical eye in "Vanity Fair" was one of excesses of riches made possible by the British colonialization and the consequent rise of a middle class. Asian, African and Indian influences were creeping into London society as the Empire encountered cultures and people it barely understood.

Nair's cast is splendid. Witherspoon does justice to the juicy role by giving the part more buoyancy than naughtiness. Hoskins makes delightful comedy out of the idiosyncratic Sir Pitt. Byrne has just the right mix of hauteur and disdain for fellow aristocrats.

Rhys Ifans takes the self-pity out of the lovelorn William Dobbin, whose love for Amelia transcends her many brushoffs. Purefoy manages to project a manly exuberance that disguises a weak, hedonistic character. Atkins is great fun as the cheerfully hypocritical Aunt Mathilda, while Broadbent suggests overweening pride in the morally obtuse Mr. Osborne.

No attempt is made to age the actors; they simply appear in different costumes. Those costumes are especially rich, providing a kind of running commentary on the characters. Set design and photography are strong enough for the film to avoid that TV miniseries look from which so many British period pieces suffer.

Playing a 'Vanity' role, then walking country line

She plays a scheming, sassy social climber in the period drama Vanity Fair, but Reese Witherspoon is hardly what you'd call an outrageous social butterfly.

The actress attended Monday's world premiere of her film, opening Sept. 1, with her husband, Ryan Phillippe, by her side as they posed for pictures. But the two weren't planning on partying into the wee hours.

"I have to work tomorrow morning, so we have to hustle out of here and go to bed," says Witherspoon, who talked to reporters solo while Phillippe looked on from the sidelines.

The young mom flew in from Tennessee, where she's starring as June Carter Cash opposite Joaquin Phoenix in the Johnny Cash biopic Walk the Line.

To play the musical icon, Witherspoon, one of Hollywood's most Legally Blonde golden girls, has gone brunette for the first time in a decade. The switch, she says, is "cool," but getting dressed in the morning is not.

Witherspoon, 28, has three weeks of filming left and relishes being back on her home turf. "I'm from Nashville, so I know all about country music, and it feels very natural for me," she says. "I've done a lot of research, met a lot of people. Basically, no one has anything bad to say about (June Carter Cash)."

The same goes for Witherspoon. "She's got wit, style, charm," says her dandy British Vanity Fair co-star James Purefoy. "She's the easiest person you could come across to work with."

Yes, despite the fact that Witherspoon was pregnant with son Deacon during the shoot. Not that the famously hardworking actress made any special demands.

And now, Deacon, 10 months, and big sister Ava, 4, "love each other so much. They get along really well."

Witherspoon - 'I hate my body'

Hollywood star Reese Witherspoon hates her body so much she has vowed never to reveal it on screen again.

The Legally Blonde star, 28, sported a bikini in the comedy hit - but she confesses she is wracked with insecurity about her figure and will never bare her flesh again.

The actress - who has two children with husband Ryan Philippe - says, 'I have cellulite, I have stretch marks. My breasts are not what they were before I breast-fed two children.'

But Witherspoon admits she also has very prudish ideas about nudity: 'There's something about overt sexuality. Like it's scatalogical or something. 'I'm all about trying to make movies that have nothing to do with my body. I'm prudish and nervous.'

'It makes me nervous when I see a woman with her midriff showing. I would never do that on purpose, and it happened by accident I'd be mortified. The way I was brought up, I wasn't allowed to wear black and I wasn't allowed to wear bikinis. It was all about what was appropriate. If I ever have to do a bikini scene, it will become a kaftan scene.'

Witherspoon, Chenoweth Best-Tressed for 'Rapunzel'

Reese Witherspoon and Broadway star Kristin Chenoweth will let their hair down for their next project.

The pair will lend their voices to the animated Disney film "Rapunzel: Unbraided."

The fairy tale update centers on tower-bound Rapunzel who encounters modern-day kids who stumble into her world, according to The Hollywood Reporter. Chenoweth, who currently stars in the Broadway musical "Wicked," is set to voice the imprisoned maid with the lengthy locks, while Witherspoon is in talks to voice the little girl Claire, who is the contemporary counterpart to Rapunzel.

Witherspoon will next star in "Vanity Fair" due out in September and is currently shooting the Johnny Cash biopic "Walk the Line" opposite Joaquin Phoenix.

New Musical Shows 'Legally Blonde' Roots

Elle Woods will once again present her case -- through song.

The popular MGM comedy "Legally Blonde," which follows the adventures of the law student with a penchant for pink, will be reincarnated as a musical.

"'Legally Blonde' has the makings of a great musical: a fun plot, strong characters and a truth that everyone can relate to," says stage show producer Hal Luftig. "We're confident our incredibly talented creative team will infuse the story with terrific music, a smart and sassy book and inspired direction and choreography."

Based on the novel by Amanda Brown, "Legally Blonde" centers on Elle Woods, who is dumped by her boyfriend to attend Harvard Law School with a preppie girl who matches his more serious lifestyle. Determined to win him back, Elle also gains entrance to the prestigious school and finds that she her talents extend to more than just fashion coordination. Reese Witherspoon starred as the plucky heroine in the 2001 film.

Acclaimed stage and screen choreographer Jerry Mitchell, who received a 2004 Tony Award nomination for his choreography of "Never Gonna Dance," will direct and choreograph "Legally Blonde -- The Musical." Heather Hach ("Freaky Friday") will write the musical's book, along with music and lyrics by Larry O'Keefe and Nell Benjamin.

The Witherspoon-starring "Legally Blonde" earned approximately $95 million at the box office, and its sequel, "Legally Blonde 2: Red, White and Blonde" earned $89.8 million domestically.

'Legally Blonde' Builds Case for Syndication

"Legally Blonde" has ambitions for a life on the small screen.

An hourlong TV series based on the MGM franchise starring Reese Witherspoon (news), is in development at MGM TV and Tribune Entertainment. The partners plan to take the unusual approach of selling the series in first-run syndication with a second window on a basic cable network.

The TV series is described as a lighthearted legal dramedy revolving around the extraordinary measures that lead character Elle Woods takes to solve her cases.

Witherspoon played Woods in 2001's "Legally Blonde," based on the best-selling novel by Amanda Brown, and last year's "Legally Blonde 2: Red, White & Blonde." The TV series is targeted for a fall 2005 debut; there's no word yet from MGM on casting or a writer for the series.

New hourlong series have had a rough time in syndication in recent years, but MGM TV chief Hank Cohen said that MGM and Tribune felt the "Legally Blonde" franchise was strong enough to stand apart, especially with additional exposure on cable.

MGM previously pacted with ABC in 2002 to develop a TV "Blonde" spinoff as a half-hour comedy, but the project never got off the ground.

Witherspoon Thrilled with Reckoning

Reese Witherspoon is setting up her own day of reckoning.

The 28-year-old will star and produce the supernatural thriller "The Reckoning" through her Type A Films, according to The Hollywood Reporter.

Based on the book of the same name by Jeff Long, the project stars Witherspoon as a New York Times photojournalist who travels to Cambodia to recover the bones of lost soldiers.

Long has worked as a historian, journalist and election supervisor in Bosnia. His book will go on sale in July.

Witherspoon will star in "Vanity Fair," which will open in limited release in September. She is currently developing Universal's "Sports Widow" and will soon begin shooting the Johnny Cash biopic "Walk the Line."

Witherspoon Says Yes to Film 'Proposal'

Reese Witherspoon is attached to star in and produce "The Proposal," a romantic comedy about a couple's turbulent wedding plans.

Witherspoon will produce through her Type A Films for Sony-based Revolution Studios. It is based on a pitch by Nicole Eastman, who will begin writing immediately.

"Reese and I have been looking to find something to work on together for a long time, and we are excited that we finally have that opportunity," Revolution partner Todd Garner said in a statement. "This is a terrific project that fits perfectly into Reese's strengths."

Witherspoon most recently starred in "Legally Blonde 2: Red, White & Blonde" and next appears in an adaptation of "Vanity Fair," which opens in the fall via Focus Features. She also is developing "Sports Widow," a Universal project about a woman who sets out to surpass her husband in his knowledge of sports.

Witherspoon Wants 'Widow'hood

Reese Witherspoon is looking forward to being a widow.

The 28-year-old actress will star in and produce the romantic comedy "Sports Widow" for Universal Pictures. She will produce through her Type A Films company.

"Widow" centers on a woman (Witherspoon) who can't compete with her husband's love of televised sports events, according to The Hollywood Reporter. She retaliates by one-upping her football crazy husband when she becomes an expert on the sport.

David Mirkin ("Romy and Michele's High School Reunion") will direct and do script rewrites.

Witherspoon last starred in "Legally Blonde 2: Red, White and Blonde" in 2003 and stars in "Vanity Fair" later this year. Her next project will be playing June Carter Cash, musician and wife of Johnny Cash, in "Walk the Line" opposite Joaquin Phoenix as the Man in Black.

Mommy Track

SPENDING time with your baby is important, but in L.A., it's a networking opportunity. Mommy & Me, the nationwide organization that touts itself as a grass-roots support system for new moms, has one particularly star-studded monthly meeting where Cindy Crawford and Rande Ger-ber, Reese Witherspoon and Ryan Phillippe, James Belushi and Christian Slater and Ryan Haddon get together. No word on whether they let in the non-photogenic or mere mortals.

Nair wraps up filming of "Vanity Fair" with Hollywood's Witherspoon

Acclaimed - Indian director Mira Nair said she has wrapped up shooting of her film "Vanity Fair", which has Hollywood actress Reese Witherspoon in the lead, in the western state of Rajasthan.

Nair, who in 2001 won the Golden Lion at the Venice Film Festival for her film "Monsoon Wedding" and secured a Golden Globe nomination the same year in the best foreign language film category, said she had been filming some scenes at the imposing Mehrangarh fort in Jodhpur, in the heart of the desert state.

Nair, in an interview broadcast on television channel NDTV, said it was "wonderful" to have completed the shoot.

"It's been a real saga," she said of the making of the movie, parts of which were shot in England and parts in the desert state of Rajasthan.

"It's been a huge film. The editing of the film is as painstaking as the shooting of the film, but it's wonderful because I have finished the film," she said.

"Vanity Fair" is based on William Makepeace Thackeray's classic novel and tells the story of a young woman's struggle up the social ladder in Victorian England.

Witherspoon, famous for her "Legally Blonde" role, plays the female lead as the ambitious and never-say-die Rebecca Sharp.

Nair said Witherspoon's pregnancy in the midst of filming had not been a handicap.

"When she got pregnant early on in the film ... I had the advantage of her luminosity ... Reese always plays the perky young thing ... Becky Sharp is a full-blown woman, I really wanted Reese to be a full-blown woman."

Witherspoon, in a separate interview on the same channel, said that it had been advantageous working with a female director during her pregnancy and added that the crew had been "very supportive".

She told NDTV she had long been very "impressed" by Nair and her work and this had prompted her to accept the role.

According to reports, some of Witherspoon's costumes have been designed by leading Indian designer Manish Malhotra and that prominent Bollywood choreographer Farah Khan had also worked on the project with Nair.

Nair said audiences and the film fraternity in the west were "fascinated" by Bollywood -- India's prolific Hindi film industry based in the western commercial city of Bombay.

"But the way you and I know the common Bollywood film, it will never make it anywhere outside our borders," she said, adding that to ensure the fascination was enduring it was essential to have universal themes and good quality films.